iTake Sex Ed (Repost & Revisit)
by The Unsung Dude4
Summary: A repost I got of a story by Pock, who was removed from the site apparently, a few years ago. Been wanting to read it again for quite some time & I imagine you guys did too, so enjoy! Yes I am missing a few chapters, so I wrote the last 2 chapters. If I let you down, sorry. Warning: scenes of a sexual nature, suggestive things, & hot stuff. You've been warned. RATED M FOR A REASON!
1. Chapter 1

**Ch. 1**

**...**

"…and last but not least, I've got pottery 7th period," said the brunette sitting at her computer.

"That seems like a pretty nice senior year schedule," said the boy from across the room.

"So Freddie, what classes do you have senior year?" Asked Carly Shay and she poked around on the internet. One of her two best friends, Freddie Benson, was lying on the couch in her room examining his next year's schedule.

"Same as always," Freddie said. "I jammed it full of AP classes. Can you believe I actually ran out of honors classes?"

"Yes!" Carly said, turning around to look at him. "Every class you've been in since 9th grade was at least college prep except for Tech Theater."

"Anyway, 1st period I'm in AP Government/Economics, 2nd I'm in Honors Calculus, 3rd is AP Physics and 4th is CP English… and I'm actually taking Tech Theater 4 5th period…" Freddie responded. "Oh, and I have 1st lunch too."

"Cool. Oh, don't you still need to take PE and Sex Ed?" Carly said as she launched a kitten out of cannon on her computer game.

"Yeah, I do," Freddie said. "I was in so many honors classes in 9th and 10th grade that I never took Gym or Sex Education. They don't offer Sex Ed 7th period, so I have it 6th and PE is 7th.

"Cool. It looks like your year is set. I can't believe how quickly summer flew by this year." Carly said looking out the window." I bet Sam's not happy to go back to school."

Just then, Sam's footsteps could be heard as she came up the stairs. Sam Puckett, Carly's other best friend, flung the bedroom door open without even knocking. "Hey guys, what's up?" Carly got up from the computer and walked over towards Sam.

"You know, Sam, you really need to start knocking when you come into someone's bedroom like that." Carly gave Sam a little eyebrow wag signifying a 'you-know-what-I'm-talking-about' look.

"Oh, come on Carly, I really don't see you screwing around with some guy in your bedroom unless you're actually dating him. If you get a boyfriend I'll knock, how about that?"

"Sam!..." Carly said, motioning towards Freddie. "You don't have to be so obvious…"

But to the contrary, Freddie still had no idea what the girls were talking about.

"What do you mean… Oh My God, you two weren't like… about to do it, were you?" Sam asked.

"Do what?" Freddie interjected. "What are you guys talking about?"

"Sam!" Carly eeped. "Gross, no! I'm not into Freddie like that; I never will be. I just didn't want him thinking I was bringing guys over here and… you know…"

"Okay, okay, I get it," Sam said. "Sorry, Carly."

"So did you get your schedule today?" Carly asked, flopping down on the bed.

"Yeah, Carly and I just got done talking about ours," Freddie added, still a little confused.

Sam pulled a crumpled piece of paper out of her back pocket and plopped down on the couch next to Freddie (who was now sitting up). "Ok, I've got Algebra II, Econ, English 12, 1st lunch, Earth and Space Science, Dance 3, Sex Ed, and Physical Education."

"Oh man, we don't have anything together except for lunch," Carly said, sitting up in bed.

"We're in Sex Ed and PE together," Freddie said.

"Oh good," Sam said. "Those classes are always full of 9th and 10th graders. It'll be nice to have you in there so I don't have to deal with them. We can chill in the back, just us seniors" Sam commented as she put her feet on the table.

"That's great, but why didn't you take those classes in 9th and 10th grade like everyone else?" Freddie asked her.

"I didn't feel like it. Why didn't you?" Sam asked him back.

"I was in AP classes, so I couldn't," Freddie defended.

"Oh, ok. Well, I'm just glad I'll actually have a friend in Gym and Sex Ed," Sam said.

"Yeah, senior year is gonna be fun," said Freddie.

'Sex Ed with Freddie, eh... and PE?' thought Sam. 'This year could be really fun, or really awkward... I'll make the best of it.'

**...**


	2. Chapter 2

**Ch. 2**

**...**

"Come on Sam," Carly said dragging her friend by the wrist into the Bandana Republic. "Trust me; you'll want a few sports bras for PE. You don't want those puppies flopping around everywhere while you're trying to run."

"Okay, fine," Sam said reluctantly. "But I'm not wearing anything too girlie."

"I know. You just need something to keep the girls in place and a regular bra isn't designed for exercising," Carly explained.

"I wish they were. It's silly to have different bras for different activities," Sam said, now browsing through the ladies section.

"Well you're lucky," Carly said. "I don't think you would ever need a helping bra… Your boobs are huge, Sam," Carly added in a hushed voice.

"Jealous?" Sam said with a smirk.

Carly just giggled. "No. Come over here. I see a few sports bras… What do you think of these?" Carly asked. "You could probably wear them anytime. They look comfortable enough."

"I don't know," Sam said. "It really is about time I got some new ones but…"

"Try one of these on," Carly said. "And one of these…." Carly handed Sam two different bras and pointed her towards the dressing room.

Sam did as she was told and walked into the dressing room. After closing the door behind her, she lifted off her shirt, exposing her old dark blue C cup that she'd had since middle school. It really was too small. Sam cupped both of her breasts and turned slightly to the side. "It's a wonder they even fit in this thing," she mumbled to herself as she unclasped the blue bra.

The cool air brushed against her skin as she tossed the bra onto the ledge in the corner. Sam actually preferred not to wear a bra at all; it was much more comfortable that way. She could never wear one to bed. Sam took the red D cup and tried it on. Something wasn't quite right. The bra was a little tight and she felt supported, but it just wasn't very comfortable.

"I don't think I like the red one," Sam called out to Carly over the dressing room wall.

"Is it too small? That brand runs a little small. Try the other one," Carly called back.

Sam already had the red bra off and was putting on the black one. This one was way better. It was soft yet supportive and it was just the right size. She even thought that it made her boobs look bigger. It was like the sports bra doubled as a pushup. Sam jumped a few times and swayed side to side. It felt great and her boobs stayed in place.

"I really like the black one," Sam said to Carly. "Will you grab me another color?"

"Just a sec," Carly called. A moment later, she was dangling a light blue bra over the door. "This one is the same kind as the black one," she said.

"You can put this back too if you want," Sam said holding the red one over the door.

Sam changed into the light blue bra. After a few second, Carly came back. "What do you think?" she said.

"I love these," Sam said. "I hate most of my old bras. I wish I just had a bunch of these. They are so comfortable I could wear them any time," Sam said, taking off the light blue bra and putting her old one back on.

"Why don't you just buy like 8 of them?" Carly said. "There are a few more colors out here; red, purple, pink, and green."

Sam pulled her shirt over her head and came out of the little room. "Carly, I don't have enough money to get more than 2," she said, holding up the ones she already had.

"But you love these," Carly said. "Let me buy them for you," Carly added.

"No, Carls, I can't let you do that," Sam claimed.

"Sam, I insist. Look," Carly said rummaging through her purse. "Last time I came here I won a 40% off coupon and I already have a $30 gift certificate that I got for Christmas last year but forgot about until today. Also, I get $10 back for every $50 I spend here with my membership card… and look, they are on sale."

"Wow, Carly, you are quite the saver," Sam said somewhat astonished.

"I can get you 10 of these for, like, 15 bucks," Carly said with a smile. "This can be an early birthday present, I insist. You just said you hate your other ones."

"Well, most of them…" Sam said. "Ok, sure. Thanks Carly."

Carly and Sam went back to the rack and picked out a few more bras. She ended up with 2 black ones, 2 dark blue, 2 dark red, 2 purple, and 2 light blue.

Carly paid for Sam's gift with a pile of coupons and discounts… and a little cash. Sam couldn't wait to go home and put one of the bras on again. She also had the urge to let a guy see her wearing one, just to get his reaction. She had just felt so sexy wearing the new bra. Not just any guy of course, a special guy. But Sam didn't have anyone special in her life; not at the moment any way. Sure she'd dated Jonah and Pete a while ago and even Freddie two years ago. She hadn't really dated anyone since Freddie though and she definitely hadn't been anywhere near letting a guy get to second base on her.

But now Sam was almost 18. She felt like an adult… she felt mature. She secretly hoped that she would just go ahead and fall in love. Why can't the right guy just show up already! God knows she was ready for the… intimacy… that accompanies an adult relationship.

'Why can't I get out there?' Sam wondered as she and Carly walked out to Carly's car. 'Why can't I meet guys? How is it that my most successful relationship was with Freddie, of all people? Freddie would be lucky to get a look at me in one of those bras.' She thought. 'Where did that come from?' She asked herself. She wasn't planning on showing off her body to Freddie, but suddenly she couldn't get the idea out of her mind. 'I think I'm going crazy.' She thought.

"Are you okay?" Carly asked, "You've been quiet since we left the store."

"Oh, it's nothing," Sam said. "I think I'm just tired." 'I need a nap.' She thought. 'Time to go dream about Fre—there I go again. What the fuck is wrong with me?'

**...**


	3. Chapter 3

**Ch. 3**

**...**

It was the Sunday before school starts. Freddie was lying on his side on Carly's bed reading an article about World of Warlords on his pearphone.

"Freddie, do you think I should get rid of this top? I never wear it," Carly said rummaging through her closet. "What about these boots? I don't think they even fit anymore… I'll try them on. Oh these are so cute but they are too small…"

Carly was frantically going through her closet making sure her wardrobe was up to par for the start of senior year. Freddie was just nodding and saying things like "yep" or "mmhmm" while pretending to listen to her. He was much more interested in the new update coming out next week. The World of Warlords was expanding, and even though he didn't play anymore, he still wanted to learn about the "newly discovered" expansive cave region inhabited by dwarves and gremlins under the Mount of Aspartamay.

"..And these jeans are so cute, but I have so many pairs of jeans…" Carly continued. "… Oh I loved these socks, but I lost one. Do you think I should keep the other one? … Freddie! Are you even listening to me?" Carly said, looking over at him.

"Uh, what? Oh, yeah yeah, nice sock," he said putting down the phone. "I'm sorry Carly, maybe you should talk about clothes with Sam. Clothes aren't really my thing." As if on cue, Sam's footsteps could be heard on the stairwell just outside the door.

"I know, Freddie," Carly said, putting her sock back wherever she found it. "I just get so stressed at the beginning of a new school year. I gotta look good on the first day back!"

Carly's door swung wide open to reveal Sam Puckett wearing a new shirt and carrying a Fat Shake and a shopping bag. "What's up ladies?" Sam said whilst walking past Freddie towards Carly.

"Sam, I thought I told you to start knocking before you go into people's bedrooms. It's just polite…"

"Oh, right. Sorry… cute boots, Carly." Sam said, sipping on the Fat Shake.

"You like them? You can have them. They don't fit me anymore," Carly said, handing the boots over.

"Score!" Sam celebrated. "Momma loves free stuff. Thanks Carls. And hey, speaking of free stuff… I got you guys something." Sam opened the bag and tossed Freddie a new polo. She then turned and handed a new blouse to Carly.

"Thanks Sam," Freddie said turning onto his back and holding the shirt up above his body.

"Yeah, thank you Sam," Carly said looking at her gift.

"There was a back-to-school sell at American Beagle and I figured I could get some gifts for my two best friends.

"That's so sweet of you, Sam," Carly said giving her a hug. "I'm going to wear this to school on Monday," Carly proclaimed.

"Hey, I just got a text from Gibby," Freddie said, still chilling on the bed holding his phone and new shirt. He was done reading the WoW article. "Gibby says he can't come over today to rehearse iCarly. His mom is stuck at work and he has to stay with Guppy."

"Oh, that's too bad," Carly said heading towards the door. "Hey, I'm gonna grab a drink. You guys want anything?"

"I'll take a Dr. Peppy," said Freddie.

"I'm good," Sam said, holding up her shake.

Carly left the room and instinctively swung the door shut behind her. That door has a tendency to close itself anyway.

Freddie sat up on the bed and held the shirt up in front of him. "This shirt is really nice, thanks Sam," Freddie said, showing his gratitude a second time.

"It's no biggie," Sam said. "Hey, you should try it on."

"Oh. Ok… do you wanna, like… turn around or something while I change?" He asked, now sitting at the foot of the bed on the edge.

"Dude, we've gone swimming together; I've seen you shirtless… Just try it on, Silly," Sam said chuckling.

"Ha ha, yeah it's not like I'm changing my pants, it's just my shirt…" Freddie said, unbuttoning his outer shirt and pulling it off.

"Even then, it wouldn't be a big deal," Sam said, leaning on one hip, watching Freddie take off his white undershirt with a smirk. "It's not like we're immature 8th graders anymore," she said. "We're seniors!"

Carly's footsteps could be heard coming back up the steps and Sam's eyes ventured from Freddie's toned, shirtless chest to Carly's bedroom door… and back to shirtless Freddie.

**...**


	4. Chapter 4

**Ch. 4**

**…**

"Wait!" Sam said interrupting Freddie just as he was about to try his new shirt on.

"What?" Freddie said, watching Sam quickly put down her Fat Shake and walk over towards him.

"Let's play a prank on Carly. Lay down!" Sam said in a hushed voice, pushing him back onto his back on the bed. Judging by the sound of her feet, Carly was halfway up the stairs with her Peppy Cola and Freddie's Dr. Peppy.

"Sam, what are you—" Freddie started.

"Just shut up and play along!" Sam said as she got on her knees on the bed and straddled him, resting her butt on his crotch. "This is going to be hilarious," she said.

"Oh, I get it," Freddie said with a mischievous grin. "But if we're gonna pranks her, we gotta fully commit."

"One step ahead of you," Sam said as she crossed her arms reaching down to her belly, grabbed her shirt and pulled it completely off in one swift motion, tossing it on the floor.

Sam leaned forward. "Ready?"

"Go!" Freddie said.

Sam leaned in and kissed Freddie, hard. Freddie wasted no time at all as he grabbed Sam's soft breasts and massaged them.

Carly opened the door and walked right on into her room. "Hey, Freddie, here's your Dr. Peppy—Oh my God!" Carly said, dropping both cans.

At this point, Sam had planned to sit up and say to Carly, "I thought I told you to knock before you go into people's bedrooms… bwwaaaaaah! gotcha!" but she and Freddie were so into each other that they didn't stop. Freddie hands found their way to her back and unclasped her bra in half a second. She could feel him getting hard under her and she gasped at the thought…

'but what about Carly' Sam thought. 'oh, yeah…'

**...**


	5. Chapter 5

**Ch. 5**

**…**

Sam snapped out of her daydream to find Freddie, with his new shirt on. A moment later, Carly opened the door and walked right on into her room. "Hey, Freddie, we're out of Dr. Peppy so I got you a Peppy Cola too."

"Thanks," he said, now standing. "How does it look?"

"That shirt looks great on you," Carly said. "Good pick, Sam."

"Huh? Oh, yeah… nice…" 'Oh wow, it's getting worse. I'm crushing hard on Freddie. I seriously want that boy… Well, it's been over a year since we dated… but he might still have feelings for me… right?"

Freddie Benson sat down at the lunch table between his two best Friends, Carly Shay and Sam Puckett. The first day of school had been pretty boring so far. His Calculus teacher had already assigned homework due the following day!

"How's the food?" Freddie asked as he watched Sam devour a pork chop.

"Dry," said Carly simply as she stared at a boy across the room. She'd only eaten half of her food.

"Amavimg!" Sam said with her mouth full of pork. "I feel like Mom never feeds me over the summer. Lunch is the best part of school!"

Freddie took a bite of pork. Carly was right, it wasn't very good. "You want half of mine?" Freddie said, to Sam as he cut his pork chop in half. There was no way he could stomach the whole thing, but he knew Sam loved meat.

"Fanks, Fweddie," Sam said, again with her mouth full. Sam swallowed and then, taking Freddie' meat, placed the whole thing in her mouth at once. Freddie was amazed she'd fit it all in. o.0

A naughty image flashed across Freddie's mind as he watched Sam. It involved her taking Freddie's other "meat" all the way in her mouth at once. 'Jesus, I'm such a perv sometimes.' he thought to himself. Never the less, he continued to entertain that thought as he finished his lunch.

"So how are your classes so far," Carly said, turning her attention back to her friends.

"Boring," said Sam. "Like always."

"Mine are okay," said Freddie, his thoughts still on Sam. "I think Calculus is going to get pretty hard." 'and something else is actually pretty hard right now too…' he thought.

Just then, the bell rang, signifying that it was time to go to 5th period. "They don't give us enough time to eat," Sam complained, chugging her chocolate milk.

"Yeah, I know… especially if you're at the back of the line," Freddie said. He scarfed the rest of his food and the three friends put their trays away.

**...**


	6. Chapter 6

**Ch. 6**

**…**

'Tech Theater is a joke.' thought Freddie. It was his only easy class.

Tech Theater is the class that makes sets and props for theater, choir, and band performances. They also run lights and sound during the performances. Freddie, being the most experienced and also kind of a celebrity because of his Tech producer status on iCarly, usually got away with doing nothing during class. All the Tech Theater classes meet at the same time. Freddie was in Tech Theater 4, and that just means he has done it 4 years in a row. The younger kids have to make all the props, and sometimes Freddie helped them, but most days last year he just hung out backstage.

Behind the stage, there was a spiral staircase that went all the way up to the catwalk at the top of the theater box. The ceiling is nearly 100 meters high because the curtains on a stage are actually pretty huge. Last school year when he didn't have any homework to go, he would sometimes climb up to the catwalk during class and just hang out up there. Other days, he would take the ladder at the top of the catwalk up onto the roof. He actually even had a key that opens up all the locks in the building. He wasn't supposed to have that key, but his Tech Theater teacher gave it to him last year saying, "Why don't you just hold on to this one." That way, he didn't have to keep borrowing it when he needed back stage to set things up for a show.

There are various other rooms backstage, all of which require Freddie's key to enter. One is in the pit, or under the stage. This is where the band hides if there is live music during a play. Two more rooms are on the stage height level; one on stage right and one on stage left. These three rooms are used for storage of old props and backgrounds from plays, in case the director ever wants to reuse one.

There is one more room. This one was actually above the room to the left of the stage. Half way up the stairs to the catwalk, there was a beam that lead over to this 4th room. There are thick wires on each side of the long beam and they act as handrails for anyone walking across. Freddie had gone up there a few times last year and for the life of him; he had no idea why the room was there. This room was actually divided into two areas. In the back, behind a wall that took up nearly the whole width of the room were a working toilet, sink, and shower. It looked like that part of the room was actually supposed to be separated by a door, but there was no door in the frame.

In the main part of the room was a twin sized mattress, an old mini-fridge, a small couch, a table, and an old TV on the fridge. From what he could tell, someone, perhaps a former Theater teacher had actually lived in this small soundproof room years ago. As bizarre as that sounds, it was the only reason he could come up with for the furniture to be there. He had even asked a few performing arts teachers if they knew what was in the room but apparently no one had gone up there before.

Freddie had decided to go up there every chance he could during 5th period this year to get homework done since he was going to be pretty busy this year with Government, English, Physics, and Calculus. However, today Freddie was not backstage at all. He was stuck in the Tech Theater classroom listening to the beginning of the year speech for the 5th time that day. Tomorrow, the class would start on props and he could climb up to his secret room, but for today, he had to sit through another pointless lecture until the bell rang.

**...**


	7. Chapter 7

**Ch. 7**

**…**

'Ok, Sex Ed…' Freddie thought as he walked into the health room. It was full of 9th graders who were all running around and being such… such freshmen! Freddie spotted Sam sitting in the back of the room, looking miserable. Her face lit up when she saw him though and he made his way to her table in the back.

"Boy, I'm glad you're here. These freshmen are so annoying… but hey, they actually make me feel tall for once," Sam chuckled. Quite a few of the ones that weren't jabbering away about makeup and boys or football and cheerleaders were actually staring at Freddie and Sam. Sometimes their internet popularity could be a little annoying.

When class started, the teacher passed out their textbooks. While she droned on about being respectfully about a sensitive subject like sex, Freddie and Sam turned through the pages of their new book.

"Dude, there are so many naked people in this book," Sam said.

"I know," Freddie said staring a little bit too long at a woman with her legs spread.

"Never seen that much of a girl before, have you," Sam teased, catching Freddie.

"You're one to talk," he said, indicating an erect penis on the page in Sam's book. "I can't believe they can show us this book." Freddie said turning the page to find a labeled diagram of boobs.

"I know. Some of these chapters are practically porn," Sam chuckled as she found the section titled "oral sex". "We're going to be sex experts by the end of the year." She joked.

"You mean sexperts?" Freddie said. Sam giggled again.

This textbook was definitely college level, not for high schools. However, the school wanted every student at ridgeway to be comfortable with their sexuality so that they could grow up to be normal adults without any sort of fear of or misinformation about sex. Many schools that just skim over Sex Ed and don't even use pictures produce students that are ignorant of the details of the other gender's sex organs. Ridgeway's Sex Ed class goes much farther than "We know that you already know what sex is. Don't forget to use condoms." The curriculum actually included learning about sex organs, relationships, alternative lifestyle choices, menstruation, and menopause as well as masturbation and different ways to have sex, including vaginal, oral, anal, and "sixty-nine". These last few sections surprisingly included pictures and instructions!

Freddie closed their book, feeling embarrassed to look at it anymore while Sam was present. He was getting an erection and didn't want her noticing that too.

Sam closed her book too. She'd much rather stare at Freddie's obvious erection through the corner of her eye now and look at her book later.

**…**


	8. Chapter 8

**Ch. 8**

**…**

After Sex Ed, Sam and Freddie made their way to the Gym where they found a bunch of 9th and 10th graders waiting. Once class began, the teacher started his speech for what must have been the 7th time that day. He pointed out the boys' and girl's locker rooms and told everyone to pick a locker. He informed the students that they were expected to be changed into their gym clothes and be ready to go 5 minutes after the bell rang. At the end of class, they would be given at least 5 minutes to shower and change. Most students didn't shower though, since they were self-conscious about their bodies.

The teacher then told the students to get changed. Freddie went with the entrances to the locker rooms were actually in the hallway adjacent to the gym. There was a door between the two locker rooms. Freddie actually wasn't sure what was between the two rooms, but he knew it must be a pretty big room. As he was about to into the boy's, he looked over towards the girl's. He could have sworn he had just seen a blonde girl go into the middle door. He couldn't be too sure, so he decided to ignore it.

Today the students would be recording the time it took them to run a mile. Carly had already taken Gym and told Sam and Freddie that they shouldn't try very hard on the first day. Every other Friday they would be running a mile again and they were expected to improve each week. It would be a lot easier to improve if they went slowly for the first time.

The teacher took the kids out to the track. "Ready… Go!" He said. Most of the younger kids took off, running as fast as they could. A few others did a quick jog. Freddie and Sam both started off with a slow run. After the first of four laps, Sam actually slowed down a little so that by the time she was half way around again, Freddie had caught up to her.

"This is stupid," she said as she jogged next to him. Freddie laughed.

"Yeah, I know," he agreed. "At this pace, we'll finish in, like, 11 minutes… that's a terrible time."

"Great," Sam said. "It'll be easy to do better next time."

"Why don't we just run together each time?" Freddie said. "I'll keep track of our time with my watch so we can keep on pace."

"Sure," Sam said. "Running is better in pairs anyway." Sam always ran with Carly in middle school and elementary, so running with Freddie just felt normal. When they were on their third lap, they passed a quite a few people that had run too fast and were now walking due to fatigue. Freddie fell in behind Sam so that they could pass more easily. Every time he did this, he found himself staring either at her ass or her bouncing blonde ponytail. Sex was on his mind today, it had been all day. At first he tried to do the right thing and keep his eyes up, but for some reason he just didn't care today about being naughty. By the fourth lap, Freddie was staring blatantly every time they passed someone. They finished in about 10 minutes, setting the bar very low.

"Good job… running buddy…" Sam said catching her breath. She hadn't tried very hard but she was still winded. She felt out of shape and the fact that 5th period was dance class didn't help her energy level.

"You too," Freddie said, not at all tired. The two walked back in together and header for the lockers. Before he went inside, he again glanced towards the other door and this time he could clearly see Sam entering the wrong door. 'Did Sam not want to change with the other girls? Was that, like, a closet or something?' Freddie was really confused.

Ever since she won her pageant in 9th grade against LeAnne, Sam had gotten back into dancing. The next year (10th grade) she joined Dance class at Ridgeway, and it was one of the few classes she enjoyed, despite the fact that it was full of only girls. This year she was in Dance 3. That just meant it was her 3rd year of Dance. At the beginning of class, the girls were given 5 minutes to change into dance clothes or workout clothes. At the end, they had 5 minutes to change back, much like Gym class.

The dance hall was on the other end of the hall where the gym locker rooms were. They were expected to use the restrooms by the dance studio to change, but Sam used a different room. A long time ago, Sam stole a copy of the school master key off of a janitor and had made it a hobby in 9th grade to skip study hall and explore the school. She eventually found the door between the locker rooms and decided to take a look. To her surprise she found a 3rd locker room. Sam had wondered why it was there so she asked a few teachers and snooped around the janitor's office until she found her answer. In the 60s, that locker room was used by the wrestling team before the school was added onto. Now the boy's and girl's wrestling teams both have their own gym and lockers on the other side of the school. So the old room was locked and remains unused until this day.

This became the room that Sam used to change in before and after Dance class. Why would she want to share the restroom with a bunch of snobby girls when she could have this whole locker room to herself? There was even an old wrestling mat in one of the two sections of lockers that was clean enough by Sam's standards to sleep on and over the years, Sam had brought in a few blankets and a pillow too so that she could sleep during study hall or after school if she didn't feel like going home.

Today was the second day of school and the first day of actual dancing. As Sam worked up a light sweat while warming up with her dance routine from last year, she figured that there wasn't much of a point in changing after class. She would just put her regular clothes on for Sex Ed and then change back into her tank top and shorts for Gym. What's the point, right?

After Dance, she went to her room, but not to change. She just lied down on her mat for 5 minutes and waited for the bell to ring for 6th period.

**…**


	9. Chapter 9

**Ch. 9**

**…**

"Hey," Sam said as Freddie joined her in the back of the Sex Ed classroom.

Sam was sweaty from Dance, but not a gross sweaty… no, to Freddie it was a rather sexy sweaty, though he would never tell her that.

"Hey to you," Freddie said, sitting down next to Sam, still in her tank top and shorts. "I forgot to ask you earlier," Freddie started, "but I just remembered… Where did you go after Gym class?" He asked.

"Um…" Sam stuttered. "I don't know what you're talking about…" she said.

"Yeah, sure," Freddie said sarcastically. "What is in that room between the locker rooms, Sam?"

"Oh, you saw me go in?" she asked.

"Well, yeah…" Freddie said. "I have a copy of the school's master key and I was gonna check it out eventually if you don't tell me what's in there."

The bell rang and the class quieted down.

"You have a master key too? Ok, I'll tell you. No reason not to, right?" Sam said, mostly to herself. "Meet me there after Gym and I'll show you."

Freddie had wondered all day what was in that room but kept forgetting to ask Sam every time he saw her. He was actually getting excited to go see after school.

"Class, look at the person you're sharing a table with," the teacher said. Freddie and Sam looked at each other… and then Sam waved stupidly at Freddie while making a pig face. He almost fell out of his chair laughing. "That person will be your discussion partner for the rest of the year. Open to page 17 and talk about the discussion topics listed there. After that, read the chapter. This chapter is about relationships." The teacher then sat down and started checking her email.

The text read:

**Discussion Topic: Relationships**

**Discuss your current relationship with your discussion partner. (If you are not in a relationship, consider your most successful, previous relationship. If you have never been in a relationship, consider your ideal relationship.)**

**Cover the following points if applicable:**

**1) When were you first attracted to your partner.**

**2) What attracted you to your partner?**

**3) What about your partner do you find unattractive.**

**(Why did the relationship end? What traits are "deal breakers?")**

**4) What activities did you and your partner bond over?**

**5) What interests do you and your partner have in common?**

**6) Consider your previous answers. Is it important to have many similarities to your partner? Is it important to like different things?**

"You're not secretly dating some chick, are you?" Sam asked Freddie.

"Uh, no…" Freddie answered. "How about you?"

"No, I'm not dating some chick either," Sam answered, sarcastically. Freddie chuckled. That would be kinda hot though thought Freddie. By default, he imagined Sam dating Carly… it would be a little weird, but totally sexy… not that he'd be allowed to participate in any of the sexiness. There I go again, daydreaming Freddie thought as he refocused on the topic at hand.

"So, who was your most successful relationship then?" Freddie asked. Freddie suddenly realized that she had only really dated 3 guys… and two of them were cheaters. He looked over at Sam who was staring at the floor.

"Well…" Sam hesitated, suddenly feeling either too shy or too embarrassed to tell Freddie that he was the best boyfriend she'd ever had.

Freddie picked up on her vibe anyway. "Oh, right," Freddie said. "Hey, actually, our relationship probably has been my most successful one too," he said truthfully. Sam looked up at him, a little surprised he'd read her mind.

"Really?" she asked.

"I mean… yeah. I've gone on a few dates, but the only girl other than that bitch Valerie that I've actually dated would be Carly… and we both know I was always just bacon anyway."

Sam chuckled, for two reasons. First of all, Freddie had said 'bitch,' and it's hilarious when Freddie cusses. Second, he called himself bacon. That was the term she'd come up with to describe to him his relationship with Carly… a term that she secretly called him while she dated him, though it was more of a pet name when she used it then.

"Ok, so, number 1," Sam said, pointing to the book. "When were you first attracted to me, Freddie?" Sam asked. She had always been a little curious when he started liking her.

Freddie cleared his throat, suddenly slightly nervous himself. "Well, I guess it started when we first kissed…" he started.

"You mean on the fire escape?" Sam asked.

"Well… yeah. I mean, before that, I'd only considered you as a friend… I hardly even thought of you as a girl," he said. "But, after we, you know, got our first kisses out of the way… I mean I already knew you were a girl of course… but it just sort of hit me that, you know, as a girl, I could potentially date you… but I didn't actually, you know, like you until way after that.

"Oh," Sam said, remembering the kiss. "Actually, I remember realizing that you could be a potential boyfriend after the kiss too. But like you said, I didn't start liking you until much later." Sam paused. "Wait, that doesn't really answer the question, does it, Benson?" Sam giggled. "It doesn't say 'When did you realize I was a girl?' It says when did you first like me?"

"Oh, right," he said, also laughing at himself. "Well, it was during those three days after you kissed me at the lock-in. Remember? Carly and I had no idea where you were and I realized I just wanted you back, safe." Freddie was careful not to actually mention Troubled Waters Mental Hospital. Sam never talked about her rash decision to go there so Carly, Freddie, and Spencer never did either… Gibby most likely never realized Sam was a patient there… "So… yeah. I already liked you when Carly pulled that stunt on iCarly and tried to get you to be okay with liking me."

Sam smiled. She had always been convinced that he couldn't possibly have liked her until a few weeks into their relationship. She'd thought the first week had been pity or guilt, not actual attraction. But that was silly… Freddie had always been such a loving boyfriend.

"Well, I already told you when I started liking you," Sam explained.

"Yeah, I know," he said, pointing to his right ear. "That hearing loss was permanent…"

"Yeah… sorry about that," she said, feeling a lot more guilty than she had when they were dating.

"It's okay," Freddie said. "I forgave you for that a while ago… okay, number 2." Freddie said. "What about me is attractive?" Freddie said with a smirk on his face. Sam rolled her eyes, but there was no way out of this unless she lied… but she never lied to Carly or Freddie. They are her best friends!

"Well," she said, feeling her cheeks getting red. "You are really smart," she said. "Some girls find that attractive, and at the time, I gotta admit, it was pretty endearing," Sam said. Freddie smiled. "Also, Freddie," Sam continued," for a dude, you are actually rather handsome my friend." Sam was trying to be civil, but it didn't help that recently, she'd been daydreaming about making out with Freddie, like they'd done all the time while they were together. Only in her daydreams, they were both shirtless. And that reminded Sam of one more thing. "And," Sam added, "as much as it pains me to admit it, Freddie, you are an excellent kisser," she said.

"Really?" Freddie said, sounding surprised. All these compliments coming from Sam were starting to make Freddie's cheeks red as well.

"It's not like I have anyone to compare it to… you're the only boy I've kissed," Sam admitted. She usually hated opening up like this, but for some reason, she didn't mind telling Freddie, even though everything she was talking about was her feelings for him. "Anyway, I really liked it when we kissed," Sam added, blushing even harder.

"Well," Freddie responded, "if it helps, I really liked kissing you too… and kissing Carly was nothing compared to kissing you," he said. Freddie couldn't get the idea of kissing Sam out of his mind. She was his friend and they broke up for a reason, but that didn't change the fact that she was ridiculously hot.

"Is that it then?" Sam asked. "You just liked me for my lips?" Sam was joking with Freddie cus he hadn't answered the question.

"Oh, right," he said. "Also, you are so funny Sam. I still love that about you. And to top it all off, you are ridiculously hot…" Freddie's eyes bugged out a little when he said that. Also, Sam was smirking. He had only said the words 'ridiculously hot' because he'd just thought them a moment before. Even though he thought it was true, he had intended to say something a little more tame, like 'you're beautiful.'

"Well then," Sam said, smiling from ear to ear. "Number 3… oh…" Sam didn't really want to hear what was unattractive about her.

"Well," Freddie started, also feeling awkward. He didn't really want to get punched in the face, but he didn't want to lie either. After about 10 second of thinking, he realized he had nothing to worry about. "Well," Freddie repeated, "there used to be a few things that I found unattractive about you," he said, truthfully. "Like when you lied to me, or ate with your mouth full, or broke my stuff on purpose… but you don't do any of those things anymore and I honestly can't think of anything I don't like about you today, Sam. You're a lot kinder to me now than you were two years ago," he said. "But now, I don't even mind when you tease me… I actually like being able to tease you back. I know you don't mean anything by it."

Sam smiled. She didn't feel like she'd really changed that much, but it was true that she'd gotten a soft spot for Freddie.

"Man!" Sam said, "You are too nice Benson. I was ready to tell you that you're a huge nub and that you have a stupid face, but I guess we both know I don't think that's actually true. No, the truth is, the only thing that annoys me about you is when you try to tell me about something that I don't care about and you can't take a hint… like the other day when you wouldn't shut up about World of Wizlord," Sam said.

"Yeah," Freddie said. "I don't really like trying to get involved in some things that you like to do… for example, I will never participate in hitting golf balls at our sports teams…" he said with a chuckle.

"If you change your mind, I think I'm gonna go for the tennis team again," Sam said jokingly.

"Ok, well the other part of the question was about why the relationship ended," Freddie said.

"Wasn't it because we tried doing exactly what we just said we didn't like, you know, getting involved in each other's interests?" Sam asked.

"Well, yeah, we did try to do more things together… even though we were totally fine doing them separately. But no, the reason we broke up was because we agreed that we had a strong connection… just not a romantic one… and also, we fought a lot." Freddie added.

"Oh, yeah, I remember now…" Sam said.

"The next two are what we bonded over and what interests we have in common," Freddie said.

"Well that's easy," Sam said. "All the stuff we do every day! We are best friends after all."

Freddie laughed. "Yeah, I don't think these questions were meant for people who have previously dated each other but are still good friends." Freddie laughed. "But hey, it actually felt really good to hear you say some of those things," Freddie said. Especially that part about being a good kisser thought Freddie.

"Oh," Sam said. "You too, Benson. You really are a great friend."

"You too, Sam," Freddie chuckled. "Ha ha… I feel like we should, like, hug or something."

"Yeah me too," Sam said, looking around the classroom filled with 9th and 10th graders either sharing about their relatively non-existent love lives or being too shy to say anything at all. "… but… maybe we should hug later." Sam finished. Freddie nodded in agreement. They got bugged enough about "Seddie" as it was. They didn't need to be hugging in public, which would just make it worse.

"Oh, one more question," Sam said, checking the textbook once more. "Should people who are dating be similar or different?"

"Well, yeah, it's important for people who are dating to have things in common," Freddie shared. "But I don't think they need to do everything together. Couples should do things apart from each other sometimes."

"I know what you mean," Sam said. "If we're talking about my ideal relationship then yeah, I would spend a lot of time with my boyfriend, but we wouldn't hang out all the time. It's not like I'm looking for someone who is exactly like me, you know? Just someone who I really care for and enjoy being with." Sam hesitated. She had intended to switch to talking about her ideal relationship, but suddenly realized that there wasn't much different with her idea of a perfect relationship and what her relationship with Freddie had been… apart from all the fighting, which they hardly even did anymore.

Freddie had realized it too. In fact, ever since he realized that his relationship with Sam had been the one in which he was most happy, he had wondered why they'd even broken up at all. Sure, they were different people, but that was a good thing. They had both just said exactly that!

Freddie and Sam sat in silence for almost a full minute, unknowingly thinking about the same thing. Why had they broken up? Sam never did come up with a good reason why. Freddie finally convinced himself that they just hadn't been ready for a relationship, which was true at the time.

The bell rang and they both snapped out of their thoughts. Wordlessly, they grabbed their books and headed for the locker rooms… well, Freddie did anyway. Sam didn't need to get changed so she just went to the gym.

That nub is so funny sometimes Sam thought. Today in gym they were playing basketball and Sam was watching Freddie playing on the other side of the gym. Freddie was not the most athletic person, but he was still strong and smart. That combination is more than enough to dominate the basketball court against a bunch of 9th graders.

Freddie studied his opponents. After playing for only five minutes, he knew who was likely to shoot, who would pass, and where people would try to go. He watched their eyes mostly but Freddie Benson was a defensive superstar. Offense, on the other hand, was not his strong point. Freddie couldn't hit a house, let alone the basket. He mostly passed or tried to get in a position where he could just toss the ball in from really close.

Sam wasn't really watching how well he was doing though. He looked kinda funny when he concentrated on defense. He also got all hot and sweaty, and after their relationship talk in Sex Ed, Sam had Freddie on the brain… if only she could get him on her instead…

I'm going crazy she thought. One minute she wanted to date him, the next she just wanted to fuck him, and then a moment later she remembered that it just couldn't work… right? It would never work out…

Needless to say, Sam wasn't doing too well in her game since she was just staring at Freddie. She didn't care though; it wasn't like the teacher was grading them…

**…**


	10. Chapter 10

**Ch. 10**

**…**

When gym was over, Sam headed for her locker room. She was pretty sure Freddie would be coming in soon and, as crazy at it sounded, Sam decided she was going to take her time in the shower and hopefully let Freddie catch a glimpse of her. She was so horny, she just couldn't resist showing off her body. At the very least, she was going to let him see her in her new bra. She'd wanted to get his reaction from that for over a week now and… why not, right?

Sam lathered soap all over her body starting at her shoulders and working her way down. She thought of Freddie as she rubbed herself and squeezed her breasts, pretending it was him touching her. Oh, God, what's wrong with me she thought as she washed herself. Any minute now, Freddie would be coming in to see what this dang room was and he would see her like this. Looking down at her unkempt pubic hair, she suddenly changed her mind. Oh, God, I'm crazy she thought, finishing her shower quickly. He won't think I'm beautiful; I can't let him see me like this.

Sam turned off the water and started drying herself off. No sooner had she finished drying her limbs when she heard the locker room door open.

"Sam?" Freddie called as he walked in. He returned his school master key to his pocket as he walked past the first section of lockers. "Woah, there's a whole other locker room here?" He asked passing the other set of lockers. "I had no idea that—" Freddie was frozen speechless; his jaw dropped. Sam had her towel wrapped around her body, barely covering herself. Her cleavage was pushed together and only partially covered by the small towel. The towel barely reached her thighs, showing off all of Sam's smooth, silky legs. Water was still dripping off of every part of her body.

"Oh, hey, Freddie," Sam said acting slightly surprised, yet completely composed. The look on Freddie's face excited Sam. He liked what he saw, she could tell. He was actually speechless! Sam walked past him to the locker where she kept her thing, swaying her hips seductively as she passed by.

"I… uh, um… I…" Freddie turned around. "I'm so sorry, Sam. I…I didn't know you were… um," Freddie stuttered.

"Relax, dude," Sam said with a smirk as she got her clothes together. "We're not kids anymore."

"Er… right," Freddie said, still terrified to look at Sam, even though he really, really wanted to.

"Freddie, snap out of it. It's not like I'm naked," Sam said with her hand on her hips.

Freddie turned and looked at her, shamelessly staring at her legs. "Well, actually, you look pretty naked to me," he said. "Changing my shirt in front of you in Carly's room is one thing, but this is quite different." He then realized he was staring and snapped his eyes up to her face.

"Anyway," Sam said, using a second towel to dry her hair. "Welcome to my locker room. It used to be the wrestling team's locker room. I've been using this room to change for dance class for years.

"Nice," Freddie said. "I wish I had my own locker room," Freddie said remembering his room behind the stage in Tech Theater. It wasn't very close to the gym. "All the guys are total weirdos," Freddie said, turning away from Sam again. "I'll, um, let you get changed," he added, walking over to the other set of lockers where he couldn't see her.

"How are they weird?" she asked, dropping the towel and putting on her panties.

"Well, I want to shower after gym… its kinda gross not to, but there are about 10 guys over there who are all trying to get a picture of.. um, of my genitals," he added awkwardly. Sam laughed out loud.

"Oh my God, that is so gay! Why do those fags want a picture of your dick?" Sam asked. Pulling on her jeans. She had to hop up and down the get them on, they were so tight. Meanwhile, her larger than average chest bounced up and down, unrestricted.

"I don't know," Freddie said. "I think it has something to do with iCarly. You know, exposing someone who is famous… or at least a little famous," he added modestly.

"Well, I don't see you trying to beat them up…" she said as she snapped her bra on.

"No, Sam, I prefer to not solve my problems with violence," Freddie said. "I just showered really quick and got out of there."

"Why don't you use this locker room?" Sam asked, walking around the corner with her shirt in her hand. She decided to let him see her in her bra after all. The reaction she got was exactly what she wanted. Freddie jaw dropped slightly once again and he was clearly staring right at her boobs. It was clear that Freddie thought she was hot, and that really made Sam happy. "I promise I won't try to take any pics of you in the shower," she added with a laugh, snapping Freddie back into the present.

"You want us to share a locker room?" Freddie asked, not sure what to think. "But… we both, you know… shower and change." Freddie wasn't sure that Sam knew what she was asking him to do.

"Yeah, so, what's your problem?" she asked.

"So, you don't have any problem with being naked with me… in the same room… and sharing a shower…" he said sounding skeptical. Freddie was trying to keep his eyes on Sam's eyes, but he kept glancing down at her perky breasts.

"Yeah, sounds fine to me," Sam said. "I don't want my best guy friend being tortured in that gross boys' locker room." She added with a smile. She then finally pulled her shirt over her head and covered up her breasts properly.

"Awesome!" Freddie said with a smile. "If it's cool with you, it's cool with me. I really don't like changing and showering in there. And I think we can be mature friends and respect each other's privacy while sharing this room," he added. "Thanks Sam," he said with a smile.

"Don't mention it," she said grabbing her things. "Hey, wanna give me a ride home?" she asked. They both headed for the parking lot and hopped in Freddie's car.

**…**


	11. Chapter 11

**Ch. 11**

**…**

I'm going to be sharing a shower and locker room with Sam Freddie thought as he looked at his body in the mirror in his bathroom. Was this really a good idea? He expected to use the other set of lockers in the room so they wouldn't be changing right next to each other, but still, the idea of being naked 10 feet away from Sam with just a few lockers between them gave him a weird feeling. The thing is, he wasn't sure if it was a bad feeling or a good feeling.

Freddie laid on his bed and started looking though his Sex Ed book. He was shamelessly looking at all the naked women and getting very aroused. He imagined most of them to be either Carly or Sam, depending on their hair color or body type. Sometimes he felt a little creepy, secretly wanting to have sex with his two best friends, but they were both just so damn beautiful, he couldn't blame himself.

He knew they weren't going to actually be showering together… right? I mean, they'd take turns. Sam would shower, then he would shower after she left, or vice versa. Even still he felt that somehow, Sam was going to end up seeing him naked… not that he didn't want to see her too. He closed the book, having become very hard while imagining a picture of a couple doing doggystyle was actually him and Sam.

If she did ever see his dick, he wanted to look good. Freddie walked to his bathroom, closed the door and pulled his pants down. All the men in that sex book had really short pubic hair, maybe half an inch at the most. He looked down at his throbbing cock and then looked in the mirror at it. He was big enough, that wasn't what he was worried about. Any girl would be impressed with 7 inches, right? Well, not that he'd ever taken a ruler to it, but he had a feeling it was about 7 anyway. No he was a little more concerned that his pubic hair was too long. Hair down there is natural of course and his didn't look bad… but it didn't look good either. Freddie took a pair of scissors and, before he could talk himself out of it, took 2 inches off his curry brown pubes. A few minutes later he looked down at his hard cock and was quite satisfies with his work. He looked to be almost 8 inches now and he felt cleaner too. His thoughts returned to Sam as he grabbed his dick and slowly ran his hand up and down the shaft…

**...**


	12. Chapter 12

**Ch. 12**

**…**

Ugh, this hair! Sam thought. She had found her mom's hair trimmers and was buzzing her bush down to a quarter inch in length. Sam had done this a few times before, and each time she felt really good afterwards, knowing that even if no one else was going to see it, she had a cute little pussy. After buzzing it short, Sam, who was sitting on the floor of her bathroom, butt naked, took shaving cream and a razor, and shaped her pubic hair into a cute little trail right down the middle.

Wait till Freddie gets a look at this she thought. Sam was excited about sharing a locker room with Freddie. She didn't plan on showing him the goods at the moment, but plans do change and she wanted to be prepared. After wiping away the extra shaving cream and hair Sam laid on her back on the rug in her bathroom.

"Oh, Freddie," she whispered as she ran her hand between her legs. "Oh, Freddie touch me… oh, fuck!" she continued to whisper to herself as she fingered her pussy. Oh Freddie's got a big cock, I just know it. Sam though plunging her finger deep inside herself as she moaned softly. Five inches… no, probably six… oh fuck… Freddie's six inch cock…

Little did Sam know, but her estimate of Freddie's appendage was 2 inches too short.

Freddie prided himself on being a good defensive player in any sport he played. How was he supposed to know that Sam was so good at floor hockey? Somehow, they ended up on opposite teams and, seeing as Freddie and Sam were 3 years older than almost everyone else playing, they ended up guarding each other.

Getting tired of chasing Sam up and down the court, Freddie studies her more closely, looking for any sort of weakness in her stance or how she held her hockey stick. Always being one step behind her, he was getting pretty good at looking at her backside… but when Sam got the ball again, he got an idea.

Coming from behind her, Freddie noticed that Sam's legs were spread wide. Seizing the opportunity to take control, he firmly grasped his stick and thrusted it forward between her legs. Even with her superior ball handling skills, she was unable to stay in control. Sam was completely surprised, yet still impressed by Freddie's aggressiveness.

Freddie stole the ball from Sam from behind her… between her legs even. Quite proud of himself, Freddie took the ball down the court. Sam was completely out of position to guard him properly and he scored.

"Nice one, Benson," Sam said, closing her stance a little. "I dare you to try that again," she challenged with a smirk. After a long game, Sam's team ended up winning by 2 points, due mostly to Sam. With five minutes left before the end of school, Sam and Freddie headed to their locker room.

"Wow, Sam, you are really good at hockey!" Freddie complemented. He walked over to the locker he had claimed and started getting his clothes out.

"You're not so bad yourself, Benson," Sam said, pulling her sweaty shirt off before she even got to her locker.

"So, do you wanna shower first and then I'll go when you're done?" Freddie asked, trying to be polite.

"Doesn't matter to me," Sam said, already naked. Thinking this meant he was allowed to go first, Freddie took off his shirt, shorts, and boxers and put a towel around his waist. Freddie was about to head to the shower when he saw Sam from behind going into the shower with only a towel around her waist. She wasn't even covering her breasts! Not that he had seen them; he only saw her back…

"Ok, I'll go second I guess," he said, more to himself that to Sam. Looking beside the bench by his locker, Freddie saw the old wrestling mat that Sam used as a bed from time to time. Freddie decided to lie down.

Freddie lost track of time laying there, wearing only his towel. The mat was surprisingly comfortable. After 3 minutes or so, Sam was finished in the shower. She covered herself with the towel and went back to her locker.

"Ok, Benson, you can take your turn," she said. She waited a few moments for him to go to the shower before removing her towel, since he would have to walk past her to get there. However, after 10 seconds or so, there was still no Freddie. Sam shrugged and repositioned her towel so instead of covering her breasts and crotch, it covered only her body from the waist down. She then put on a clean, black bra. "Freddie, you still here?" she asked, clasping the bra behind her back. Wondering what happened to him, she walked back to the first set of lockers and found Freddie asleep on her mat.

His head was closer to her so Sam walked over to him and stuck her foot in his face. Freddie woke with a start. "What? Where? … Oh," he said still laying down.

"Did I wear you out, Fedderly?" Sam asked with a chuckle. Not being the most modest of women, Sam didn't notice the position in which she had placed Freddie. From his angle, he could see half way up her towel. Had she still been wearing it across her boobs instead of at her waist, Sam would be giving Freddie an upside down view of her cute little pussy.

Freddie realized he was staring at her legs… again, so he got up. "That mat is really comfortable," Freddie said, trying to defend himself.

"Yeah, sure," Sam said jokingly. "I just wore you out. Go take your shower boy!" Freddie walked over to the shower. Geez, I've got a huge boner! Freddie thought as he removed his towel. It didn't help that he and Sam were basically naked and he'd just looked up Sam's towel.

Sam smirked as she dropped her towel and pulled on matching black panties. Freddie had gotten a boner as soon as she woke him up. Just knowing that he was hot for her made her feel really sexy. Sam was thinking clearly at the moment, but she knew that if they kept this up, she would eventually start actually making awkward sexual advances on Freddie. Sam daydreamed about walking in on Freddie in the shower as she got dressed. Freddie showered so fast that Sam still didn't have her shirt on by the time he was out.

"So, do you just really not like wearing a shirt, Sam?" Freddie asked jokingly as he passed her sitting on her bench staring off into space.

Sam snapped back to the present. "Well, actually, not really," she admitted, pulling it over her head.

"I'm glad gym is the last period of the day," Freddie said, drying off and getting dressed quickly. "School was actually over 2 minutes ago. Five minutes isn't enough time for us both to shower.

"Yeah, I know," Sam said as Freddie walked over to her area fully dressed. "Ready to go home?" she asked.

"Yeah, let's go," he said as they left the locker room and went to their regular lockers together. "So, what did you think about 6th period?" Freddie asked, referring to the awkward relationship advice they'd received in Sex Ed that day.

"Um… kinda weird if you ask me," Sam responded. Mrs. Ackerman had basically spent the whole period letting kids know that casual sex is okay. She had said that having one-night-stands or having a sex buddy were both perfectly normal types of sexual relationships. Either way it is best to agree with one's partner before sex if a relationship is expected afterwards or if both participants would like to stick to the status quo.

"I know, it was really weird," Freddie said. "I don't want to hear that my teacher went to a bar and agreed on a one time hook up before doing it with some guy."

"Exactly," Sam said, still really creeped out. "And I really don't wanna hear about how she had a friend in college that she had sex with every Tuesday either," Sam added.

Sam zipped her bag and closed her locker as Carly approached them.

"Hey, guys, what are you talking about?" Carly asked. Neither of them wanted to say that they were just talking about sex buddies…

"Oh, nothin'," Sam said. "You ready to plan the next iCarly?" she said, changing the subject.

**…**


	13. Chapter 13

**Ch. 13**

**…**

Thursday and Friday were both a lot like Wednesday had been. Sam danced her little ass off while Freddie did homework on his couch in the loft behind the stage. They both chuckled in the back row of Sex Ed while they listened about more relationship advice from their batty Sex Ed teacher. And, Gym kept them active with kickball and dodge ball.

Spending the second half of his day with Sam was a lot of fun for Freddie. He liked to blow off some steam after cramming his homework assignments from four hard classes into one hour on the couch upstairs. Making jokes with Sam and then playing competitive sports with her and a bunch of weenies was a great way to blow off that steam.

The only part of his day that still made Freddie feel awkward was when it came time to shower after school. There was no way he was going to skip the shower and just wear sweaty clothes home, but he just wasn't quite comfortable being naked with Sam. The reason was not because he didn't like catching glimpses of her with basically nothing on. The problem was that Freddie got hard every time her saw her naked. It isn't easy to hide a boner with just a towel. He was sure she noticed and he didn't want Sam getting the wrong idea. He knew that they were friends and that no matter what he might want, she would never think of him as more than that ever again.

Sam's favorite part of the day definitely looking at the outline of Freddie's cock through a towel. She still behaved herself enough to not walk in on him naked, but she always watch as he went to and from the shower wearing just the towel. That boy was driving her crazy though and every day that went by was one day closer to her doing something she was sure she would regret. Just cuz he has a boner doesn't mean he wants me she kept telling herself. Whether he wanted her or not, Sam was satisfied with looking and imagining for now.

Luckily for Freddie, it was now the weekend, and he had a few days off school to get a little more comfortable with the whole idea of sharing the locker room with Sam. He was almost positive she didn't notice his erections anyway. She's one of my best friends he told himself. I should be comfortable around her.

"Hey, shouldn't Carly be here by now?" Sam asked Freddie as they sat on the bench in the main hall after school.

"Yeah, I checked my phone but she hasn't texted me," Freddie said. "Do you think I should call her?" He asked.

He was about to call when Carly came running down the hall towards them. She had dried clay on her hands, and a little on her shirt too.

"Where you been, kid?" Sam asked standing up.

"Sorry I'm late, guys," Carly said. "I just got caught up making a vase in pottery. Spencer will be so excited when he sees how good I am at sculpting."

"No kidding, you're pretty good?" Freddie asked.

"Well, you can't be worse at making pots than drawing bunnies," Sam said with a smirk.

"Saaam," Carly said rolling her eyes as she opened her locker. "Yeah, I'm having so much fun in pottery. It turns out that on Fridays there is this art club thing and I ended up staying and listening to most of their meeting while I cleaned up."

"You, uh… did a great job cleaning up," Freddie said with a chuckle pointing out her muddy hands. Carly pretended not to hear him.

"Basically, anyone in an art class can be in the club," Carly explained. "You can stay after school and work on projects any day and on some Fridays, the group meets and either share their art or listen to a guest speaker!"

"You sound really excited about this," Sam said as Carly zipped up her backpack. "Are you going to join art club?"

"I think so," Carly said. "I might just go on Fridays," she added.

"That's awesome, kid!" Sam said, patting Carly on the back. With that, the trio headed to Bushwell Plaza for iCarly.

Monday rolled around and Sam couldn't wait to get back to dance class. It was more than just a way to express herself. Sam used dance to organize her thoughts, feel comfortable with her body, and reduce stress.

By the time Sex Ed rolled around, Sam was ready to laugh, make jokes, and have fun with Freddie. Mondays were apparently discussion days because their teacher had them open up to the second chapter and share with their partner about the questions at the end of the chapter.

The text read:

**Discussion Topic: Alternate Lifestyles**

**Share with your partner your experience with and knowledge of alternate lifestyles and family situations.**

**Cover the following points if applicable:**

**1) Give your opinion about homosexuality. Is homosexuality more acceptable between one gender or is it equally acceptable or unacceptable between both genders?**

**2) What are your parent's views towards homosexuality? Do you agree? Why or why not?**

**3) Give your opinion about marriage. In what type of family were you raised?**

**(Both parents, single parent, divorced, widowed, gay, straight)**

**4) In what type of relationships is sex acceptable? (marriage, engaged, dating, just friends/acquaintances)**

"This book is all over the place," Freddie said skimming the questions. "Ok, discussion partner. What do you think about homosexuality?"

"We're friends, right Benson?" Sam replied.

"Of course!" Freddie said, thinking this question was a little off topic and out of the blue.

"Well, as friends, I don't see any reason to not be completely honest," Sam said. "I totally get it. I like dudes, and I totally respect anyone else who likes dudes too, even if that person is another dude. I get it, dudes are hot." Freddie chuckled. "And," Sam added. "Chicks are hot too. Most of us are a lot hotter than dudes. I can respect anyone liking chicks too, even if that person is another chick."

"Well, that makes sense," Freddie said, following her argument logically. "Personally, I don't understand gay guys. I haven't exactly given it a great deal of thought, I just know that I like girls," Freddie said.

"You sure about that, Benson?" Sam teased. Freddie rolled his eyes.

"To be honest," Freddie continued. "As a guy, the idea of two girls together is super hot. So yeah. I don't have a problem with gay people either. It's just definitely not my style."

"So do you think it's more okay for girls to date than for guys to date?" Sam asked, looking at the second part of the first question.

"Well, kinda," Freddie said. "But that just my personal preference, I guess."

"Wow, Benson, we are so perverted," Sam said giggling.

"Um… what do you mean?" Freddie asked, a little confused.

"Well, you think two chicks together is pretty hot, and I think two dudes together would be pretty hot…" Sam stopped mid-sentence blushing, imagining two hot guys sucking each other off.

Freddie was oblivious and figured she was just spacing out. "Okay," he said moving on the question two. "What does your mom think about homosexuality, Sam?"

"Well, it's not exactly the kind of thing I talk about with my mom," Sam said laughing, "but I happen to know that mom dated three different women in community college."

"Really?" Freddie said, not surprised at all.

"Yeah, but she's pretty stuck on men now," Sam said, having no idea how many men her mother has been with. The thought sickened her. Sam wanted to have passionate, crazy sex as much as the next girl, but the thought of having multiple partners really sickened Sam.

"My mom thinks gay people are disgusting," Freddie said.

"No surprise there," Sam replied. "Your mom's a psycho conservative."

"Anyway, I don't agree with my mom," Freddie said.

"Oh," Sam said. "Well, I guess I agree with my mom. I mean hey. If a girl liked me like that, I'd at least think about it…"

"Really?" Freddie said, this time quite surprised.

Sam replied. "Like I said, Benson, chicks are hot. If we loved each other I think it could work just as well as with some dude." Sam was actually specifically thinking of Carly, though she knew Carly would never see her that way. It was because of this that Sam never truly considered being a lesbian. No girl could be better than Carly so she'd have to stick to guys…

Freddie just smiled. Thinking about Sam with some girl got him excited. "Question 3," Freddie said, not exactly sure how to respond to the knowledge that Sam would go bi for the right girl.

"I think marriage can be awesome if both people are actually committed," Sam said, sounding a little bitter.

"You sound kind of upset," Freddie said a little concerned.

"Yeah. One day, Freddie, I'm gonna find the right guy," Sam said. "I'm gonna find someone who cares enough about me to stay with me even if he's mad at me. He won't leave if I do something stupid or I piss him off. And I'm gonna work my ass off to keep him happy and always be faithful. Always!" Sam was clearly passionate about the sanctity of marriage.

"You're talking about your parents aren't you?" Freddie said, crossing a line he'd never crossed with Sam.

"I don't' wanna talk about it!" Sam snapped.

"Okay, sorry," Freddie replied, backing off. "Look, Sam, I'm your friend, okay. If you want to talk about anything, you know you can trust me. I won't judge you, Sam. If there's something on your chest, I can listen."

Something he said must have torn down Sam's defensive wall because even though she was clearly fuming at the thought of her parent, she was smiling at Freddie. "Freddie… my dad was a drunk. He hit my mom and didn't pay any attention to her. So she slept around with other guys. When he found out, he left. My parents never cared about each other, ever. Yeah, I care about marriage. I want to have the best marriage ever and show my mom and dad that I'm never going to be like them." Sam was trying to hide tears, but doing a bad job at it. Freddie had never seen her this emotional before.

"And you will, Sam," Freddie encouraged. "You are a fiercely loyal friend, and you know when a guy is up to no good. You'll find the right guy, I just know it. And he'll be a lucky guy too, because his wife will be amazing." Sam's frown turned back into a smile.

"Thanks, Benson. That actually means a lot coming from you… Remind me to give you a hug later," she said looking around the room at nosy 9th graders.

"Actually, I think that's at least two hugs you own me now," Freddie joked. Sam rolled her eyes. She had pretty much regained her composure.

"What about you?" Sam asked. "I've never heard what happened to your dad."

"Oh," Freddie said. It was his turn to tear up. "Well… my mom's obsessive behaviors didn't used to be so bad until my dad died."

"I didn't know he died," Sam said. "I'm so sorry. I guess I figured he left your mom like my dad left mine."

"No, my parents were very much in love," Freddie said. "Dad was a contractor. He was in New York City when he died 11 years ago. He was in the North tower of World Trade Center on September 11th."

"Oh, my God!" Sam said.

"He died saving people, Sam," Freddie said smiling with a tear in his eye. "My dad is my hero. Someday, I'm going to be as good a husband to my wife as he was to my mom."

"At first, I thought these questions were going to be whack," Sam admitted. "But to be honest Freddie, I'm really glad you're my discussion partner in this class.

"Me too, Sam," he said. "I feel like I'm getting to know you a lot more. And that's saying something cuz I feel like I already know you pretty well."

"There's one more question," Sam said, "but we only have, like, 5 minutes of class left.

"Well, let's get on with it then. When is sex okay? Well, having sex with your spouse is obviously okay," Freddie said.

"Be honest now, Freddie," Sam said. "If you had a fiancé, would you have sex with her, before you were married?"

Freddie blushed. "Well, yeah, sure," he said. "You know, as long as it was okay with her.

"How about you, Sam?" Freddie asked. "Yeah, man! If I get engaged, its cus I've decided already that the guy is good enough for me. Why wait if I already know I want him?"

"What about just a boyfriend?" Freddie asked, moving on to the next part of the question.

"Well, like I said. If he's good enough for mama then yeah, why not? I would have to be pretty damn sure that our relationship is rock solid and that I can trust him. I am not a fan of one-night-stands."

"I am definitely with you there," Freddie said. "Sex is supposed to mean something. When Ackerman was talking about one-night-stands last week, I was pretty disgusted. If I had a girlfriend, I wouldn't want to have sex until I knew she really loved me and that I could trust her."

"What about someone who you're not dating?" Sam asked, moving on to the last part of the question.

"You want the truth?" he asked.

"Yeah, dude!" Sam said, actually getting pretty curious. "Would you under any circumstances have sex with a girl who you weren't dating?"

"I don't see it ever happening, but, if I ever did have a female friend, who I trust and who truly loves and respects me, and actually wanted to have casual sex with me, then yeah, I'd go for it!" Freddie was a little surprised that he didn't feel uncomfortable sharing this with Sam. She had after all just shared a lot with him as well. He figured he must trust her a lot to be able to share so much with her.

"What about you, Sam?" Sam was too busy thinking about what Freddie had just said. He would have sex with a female friend that he loves and trusts. Last she checked, she met that description pretty well. "Sam?"

"Huh, what?" Sam said, snapping back to reality.

"I said, what about you? Would you have sex with a guy friend if you trusted him?" Just then the bell rang and everyone stood up to leave. Freddie stood up too but kept his eyes on Sam. "Well?"

Sam was too busy thinking about what Freddie had just said. He would have sex with a female friend that he loves and trusts. Last she checked, she met that description pretty well. "Sam?"

"Huh, what?" Sam said, snapping back to reality.

"I said, what about you? Would you have sex with a guy friend if you trusted him?" Just then the bell rang and everyone stood up to leave. Freddie stood up too but kept his eyes on Sam. "Well?"

**…**


	14. Chapter 14

**Ch. 14**

**…**

Sam didn't know how to respond. She was still focusing on the idea of fucking Freddie instead of thinking about having sex with a generic, abstract male friend. All she could think to do was nod, so she did. "Uh… yeah, I guess I would…" she stuttered. "You know, if he loved me and trusted me and he was g..g..good enough for me." She said, stuttering again.

Sam joined Freddie standing and they walked to the gym together.

"Wanna know something weird?" Freddie asked Sam as they walked beside each other. Sam nodded. "I sorta just realized this, but the whole friends-with-benefits thing really makes sense! If you could get past the awkwardness, that is…"

Sam almost fell over.

"I mean, you know, if both friends aren't dating anyone else, why not make each other feel good? It's still special if you're sharing it with someone you care about…" Freddie rationalized out loud, completely oblivious that Sam was freaking out. He did notice that she hadn't responded.

"Oh, sorry," Freddie said. "I'm being weird, aren't I? Well, see you in a few minutes." Freddie passed the gym door and headed to their locker room while Sam absentmindedly turned and entered the gym. She was already dressed because of dance class.

This is crazy. Sam thought. He must have been thinking about Carly when he said that… he would never want me. Of course he wants me; he's got a damn boner every fucking day in the shower! Do I want him? Of course I want him! He's so fucking hot, and he really does care about me. He told me he loved me right after we broke up for crying out loud! You can't get a more caring friend than that… he's definitely good enough for mama. Freddie's not a player like all those other jerks. But how do I bring it up? 'Hey, Freddie, do you want me to suck your cock? You know, just as friends.' Oh, God, I'm a nutcase! I don't care if I'm crazy, I think about him every night! If there was anyone to trust with your virginity, it would be your best friend, right? Right! He said he'd do it; I just need to let him see that it's what I want too. But how do I—'

Sam's thoughts were cut off by the bell. She had been spacing out for a while, class was starting. Freddie and her other classmates were grouping up to play Ultimate Frisbee and Sam wanted to make sure to be on Freddie's team.

**…**


	15. Chapter 15

**Ch. 15**

**…**

"Wow, Sam, we rocked out there!" Freddie said, following Sam into the locker room.

"Oh my God, I know!" Sam said jumping up and down. "I loved my throw that was, like, half way across the field; the one when you dove and caught it!"

"I know, that way amazing, Sam," Freddie said, peeling off his sweaty shirt. "You're really good at Ultimate."

"You had a few good throws too, Benson," Sam said, as she pulled her shirt off as well. She was about to go to her locker when she remembered that she wanted to say something to Freddie. "Oh yeah, hey Freddie," Sam said walking back to Freddie's side of the divided room. Freddie had already pulled his shorts off and didn't bother pulling them back up when he saw Sam. He was beginning to relax about being nude around her.

"What's up?" he asked, wearing only his gamestation 360 boxers. Freddie didn't even notice that he was getting firm, he'd gotten used to it when Sam was around. Sam took a step forward, put her arms out, and embraced Freddie in a shirtless hug. As she gently caressed his back, she also nudged his neck with her nose.

Freddie had been startled at first, but after a moment, he hugged her back. His eyes wandered straight down and focused on Sam's cleavage which was pressed between him and her. He liked the way her bra felt on his chest.

With a smile, Sam pulled away. "You're a great friend, Freddie, and I really care about you. I owe you a few hugs… that was one of them."

Freddie smiled too. "Thanks, Sam. You know I really care about you too."

Sam walked back to her locker. Her shorts were still around her ankles when Freddie walked by wearing just his towel. "Me first, today," he said sticking his tongue out teasing her." Of the four times he'd showered last week, he'd only gotten to shower before her on Thursday. He had raced into the shower first that day too."

"Fine, whatever," Sam chuckled. Although, seeing him in his boxers a moment ago brought back her thoughts from before class… thoughts of being friends-with-benefits.

Just an hour ago he told me he'd have sex with a girl who was just a friend if he cared about her and she cared about him. Sam thought, taking off her bra. He also just told me he cares about me. Sam pulled off her panties as well and grabbed her towel. It wouldn't hurt to test the water a little, just to see how he would react… And before she could talk herself out of it, Sam tucked her towel around her waist and walked over to the shower.

In the shower area, there were four shower heads, two on opposite walls. The shower was actually only about 6 feet by 8 feet with the shower heads on the 8 foot walls and the shower entrance in the middle of a 6 foot wall. There were soap dispensers at each shower head. Sam actually had found a huge tub of soap to refill them if they ever ran out which was kept in the locker room supply closet.

"Hey, Freddie," Sam said nonchalantly as she walked into the shower area with her towel still around her waist.

Freddie had his head in the water and his eyes closed, but his body was facing her. Fighting her desires, Sam took just a quick glance down and his dick before focusing her eyes on his face.

Freddie wiped water out of his eyes and then realized two things at once. First, he was staring at Sam's boobs. She wasn't even trying to cover them up. Second, she was looking at his eyes, but if she wanted, she just had to look down and see his penis. For all he know, she'd already looked. He tried to cover up quickly with his hands.

"Sam, what are you doing?" he asked, feeling a little violated. It still of course wasn't as bad as freshmen taking photos of you in the shower, but it still felt weird.

"Oh, I was just thinking," Sam said walking past him and to the other shower head on the same wall as him. "You know how last week, you said five minutes was barely enough time to take turns showering? You said it at least twice."

"Um… yeah," he said walking to the shower head opposite his and picked up his towel to cover up.

"Oh, no, I don't want to kick you out," she said motioning for him to go back to his shower. "Freddie, we're friend, right? And friends trust each other… I guess what I'm trying to say is, why do we have to take turns showering?"

"Don't you care that I could see you naked?" he asked, walking back towards her.

"Well, that's just it," she said starting the water. "As my friend, Freddie, I really don't care if you look at me naked. I mean, Carly's my other best friend and she's seen me naked. It's not like you're going to make fun of me or be rude or anything like that."

"What?... Really? You don't care at all." Freddie said, still accidentally staring right at her boobs. Sam grabbed her boobs and gave them both a playful squeeze. Freddie's eyes snapped up to her face; he was blushing. "Sorry," he added.

"Really, Freddie," she said removing the towel and hanging it on the shower head across from her shower. "I'm going to shower here but I'd like you to finish your shower too. And don't worry, you can look if you want, I really don't mind."

Sam couldn't believe the words she was saying. She hadn't planned any of it. Never the less, she began to soap up and shower as if she was alone, yet still fully aware that Freddie just might be staring.

Freddie was very startled. After 20 seconds or so, he eventually hung his towel back up across from him and continued his shower. He rinsed the soap out of his hair and began on his arms before he dared to take another glance at Sam. He caught a good look at her ass before averting his eyes again.

Sam had started by lathering up her whole body and then rinsing it off. Adrenaline was pumping and her heart was racing, but Sam did not look at Freddie until she rinsed her whole body off. When she did look, she looked just at the moment that he glanced over and looked at her ass. Freddie looked away quickly, pretending he hadn't done it. Sam decided not to mention it.

"Are you okay with this?" she asked after two minutes of near silent showering. "I don't want to make you uncomfortable."

"Y…yeah, it's fine," he said washing his armpits. "You really don't care if I look?"

"Freddie, I won't look at you if you don't want me too, but yeah, you can look. It's not like you don't know what a naked girl looks like. I've seen you look at your Sex Ed book a few times," she answered with a smirk.

"Well, that wouldn't be fair if you couldn't look too." Freddie responded, finishing up and turning off the water. "If you don't have a problem with this, then I don't… I just wanted to, you know, be polite I guess," he said still looking at her face as he draped his towel over his shoulder. She was locked on his face as well. Neither wanted to be the only one staring, but both really wanted to look.

Freddie turned around and was about to leave the shower. "Freddie, wait," Sam said taking a step out of the stream of water. Her body glistened from the water and soap running off of her curves.

"Yeah, Sam?" He said turning back towards her.

"We're both being way too shy about this," she said, taking another step towards him making the distance between them about 5 feet; their eyes locked on each other's.

"I know… I feel bad looking at you if you're not looking I guess," he said.

"Ok, then," she said. "Let's just get the awkwardness out of the way. We both look at the same time."

"Sounds good to me," he replied. "In 5, 4, 3, 2…" Freddie turned his eyes straight down to Sam's crotch noticing that even her pubic hair was cute. He then glanced up quickly to see that Sam's eyes were traveling over his dick and probably his abs as well. He wasn't sure. Freddie couldn't help but smile as he looked her up and down, wishing he could touch as well.

Sam couldn't stop staring at Freddie's cock, which was pretty hard and a bit bigger than she'd even imagined. She looked back up after a while to see that he was running his eyes all over her. She couldn't help but to laugh.

"We are so funny," she said. "Just standing here staring at each other." Sam decided to spin around slowly enough that he could look at her ass for a few seconds."

Freddie smiled. "Not gonna lie, I've kinda wanted to peek at you for a whole week now but I figured you would kill me." He said leaning against the wall with his towel still over his shoulder as he looked back at her eyes.

"Haha," Sam said. "Me too, actually." Sam said walking back to her shower, still looking at his cock. Remembering her playful boob grab, Freddie wagged his hips back and forth causing his firm cock to flap back and forth. Sam laughed. "Oh my God, I'm really happy we're so comfortable around each other, Freddie," she said soaping up her hair.

Freddie had finally started to dry himself off but still hadn't left she shower. "Me too, Sam," he said. "This was a good idea. I mean, I could look at strange girls in our textbook or on the internet, or I could look at you while we save a few minutes showering together. This way is just, I don't know… a lot nicer… and I really feel like I can trust you," he said, trying to explain his thought and manly desires.

"Freddie, did you just tell me that you look at porn?" she said giggling. The thought of him jacking off at his computer was simultaneously hilarious and really fucking sexy.

"What? No!" he defended. "I said I could look at them, not that I do. That would be weird… this… you and me… this isn't weird like that, he said. He then turned and went to put his clothes on.

"If it's not weird, then I think I'll tell Carly," Sam called after him. Freddie came right back into the shower.

"Are you crazy! She'd flip out!" he said. "All I meant was that I'm comfortable around you." Sam, turned off the water and grabbed her towel. She was laughing.

"Of course I'm not going to tell her, dummy," she said, drying her arms and breasts. "But yeah, I agree. I don't think this is too weird. You're one of my best friends, Freddie," she said, bending over to dry her legs and giving his a nice side view of her ass again. "Anyway, now that we got all the awkwardness out of the way, tomorrow we'll just shower together and not worry about it. Deal?"

"Deal," Freddie said. They then walked back to their lockers together and (finally) put some clothes on.

Sam was so bored with her Earth and Space science class that she decided to skip. She'd taken the time to forge a note from her mother saying that she would need to leave class to go to the dentist during 4th period. In all actuality, Sam had gone down to her locker room for a nap.

I better set a timer on my pear phone so I won't sleep through dance she thought, pulling her phone out. Sam decided to go ahead and change into her workout clothes and nap in them instead of jeans. When she opened her gym locker, she noticed her pile of dirty workout clothes. Geez, I really need to do laundry she thought.

Sam grabbed her clothes and walked them over to the utility closet by the toilet stalls. In this large closet was a huge supply of old paper towels, toilet paper, hand soap, shower soap, and laundry detergent, as well as an old washer and dryer that the wrestling team had used for their uniforms. Simply keeping multiple sets of workout clothes here and washing them all at once was a lot easier than trying to wash them all at home.

After getting the washing set up, she flopped down on the wrestling mat by Freddie's locker. Last year, she had brought blankets from home and a pillow too. Sam snuggled up under the covers and fell asleep almost instantly. It was a good thing she'd set the alarm on her phone or she would have slept right through dance; one of her favorite classes.

**…**


	16. Chapter 16

**Ch. 16**

**…**

"Oh, yeah, hockey!" Sam said jumping up and down as their teacher brought out the barrel of hockey sticks. Sam had done well at hockey last time and couldn't wait to own Freddie once again.

"Chill, Sam," Freddie said grabbing his stick. He laughed at her enthusiasm.

"We'll see who's laughing after the game, Benson," Sam said, taunting.

"Maybe I'll go easy on you again, Puckett," Freddie smirked as he jabbed back at her. Sam just rolled her eyes as they started the game. She quickly took control of the ball and ran circles around Freddie.

Later, after class…

"Holy crab, Puckett, you were on fire out there today," Freddie said as they entered the locker room.

"Damn right, Freddie. I schooled your ass!" she said, totally pumped from her devastating victory.

Freddie chuckled. "You sure did. Why are you so hyper today?"

"I guess I'm just full of energy because I skipped science and took a nap," Sam bragged as she dropped her shirt on the floor and then opened the closet and removed her clothes from the dryer.

"What are you doing?" Freddie asked as he took off his shirt and shoes. His locker was in clear view of the little laundry room.

"Oh, I do my gym laundry here," Sam said. "I put these in the wash before dance and put them in the dryer before Sex Ed." Sam explained as she used the closest bench, Freddie's changing bench, to lay out her clothes as she folded them. She'd tossed the piled of unfolded clothing on the mat.

"Wow, I think I'll start doing that," Freddie said as he pulled off his shorts too and added them to a small pile of dirty clothes at the bottom of his locker. Sam was on her knees a few feet away from him, folding shirts.

It was Thursday. Freddie and Sam had already shared their shower openly for three consecutive days now and Freddie was much more comfortable with the idea than he was at first. It really did save time, and it didn't hurt that he got the opportunity to examine Sam's smokin' hot body as well. He didn't even care that she saw he had an erection every day. She was cool with it, so it didn't matter. Besides, he was actually on the fence about asking her to try that friends-with-benefits thing and he figured this was a good first step.

Freddie didn't hesitate to remove his boxers as well and adding them to the pile, in full view of Sam as she folded her shorts. She looked at his cock and smirked. It was a little stiff as the moment and steadily getting ever so slightly stiffer. She was even close enough to him that, if she wanted to, she could reach out and grab it. She behaved, however, and continued to fold laundry as he walked past her… she did take the opportunity to whip him in the ass with her slightly damp shirt she'd worn during their hockey game.

"Hey!" he said, flipping his towel back towards her, hitting her left breast.

"Freddie!" Sam said standing up, ready to whip him back. Freddie quickly headed for the shower. "Sorry, sorry," he said, not sure why he was apologizing. She's started it after all. He noticed about six bras hanging up to dry on the lockers by Sam's locker on his way to the shower.

Sam laughed to herself as he left and finished folder her laundry. She then put it all away in her locker and stripped off her remaining clothes, starting a new dirty clothes pile. Grabbing her towel, she joined Freddie in the shower.

Freddie was washing his hair when Sam entered the showers. Wanting to get him back, but not wanted her towel to get wet, she decided to just smack his ass with her hand. Freddie jumped, brushing water out of his eyes. She giggled as she walked to the shower beside him, turning it on.

"What's up with you?" Freddie asked, staring right at her tits. Sam got her body wet and soaped up. Foam fell off her curves and breasts and she rubbed herself all over. As if this wasn't stimulating enough for Freddie, he was actually washing his legs and crotch at the moment and absentmindedly gave himself a few unnecessary strokes down there.

"Oh, nuthin," Sam said. "I just felt like messing with you," she smiled. Sam rubbed soap on her face and turned towards the stream of water, washing it off again.

Deciding that messing around sounded kind of fun, Freddie approached her while her face was in the water and gave her a smack on the ass with his bare hand as well, just as she'd done. Sam jumped, wiping her face off quickly.

"Two can play at that game," Freddie said backing up, sort of afraid of how she might retaliate.

"Did I say you could touch me, Benson?" Sam teased. She didn't sound mad, just surprised.

"Hey, you don't seem to need permission to touch me," Freddie said. "I just wanted to let know I'm not letting you push me around." Freddie was actually starting to sound defensive.

Sam laughed. "So I don't need permission then? Ha ha. Chill, dude," Sam said, washing her crotch, also absentmindedly giving herself a few extra rubs. "Sorry if I hit a nerve. I was just doing that thing jocks do… you know, 'good game' or whatever. The football team does have a tendency to pat each other on the ass pretty often. I just thought it would be funny," she finished.

"Oh," Freddie laughed. "Well, good game to you," he said, rinsing off and shutting off the water.

"Woah, Benson, come here for a sec," Sam said still in her shower looking closely at his back.

"What?" he said.

"Turn around. You've got a huge zit on your back," Sam said.

"Oh my God, I know," he said walking to her. "I noticed it this morning but I can't pop it."

"I'll get it for you, just turn around," Sam said.

"Oh, um… ok," Freddie said, turning around. Water from Sam's shower was hitting him as well. "Thanks, Sam. That's really been bothering me. Sorry if this is gross," he said. "Ouch! Did you get it?"

"Yeah, I got it," Sam said, washing the pus and blood off her finger in the shower. She then wiped his back off too and rinsed her hand again. "Don't worry about it, Dude," Sam said, rubbing circles into his upper back and shoulders. "Friends do gross things for friends. I've popped zits for Carly too… yours wasn't even that bad."

"That actually feels really good, Sam," Freddie said as she ran her nails across his back.

"Oh, really? I didn't even realize I was doing that," Sam said, rubbing his back a little harder, moving now to his lower back too. "Everyone likes a good back rub, I guess," she said, enjoying touching his body. "You owe me one now, by the way."

Freddie laughed. If someone had told him two weeks ago that Sam would be giving him a back massage, naked, in the shower, he would have told that person that they were crazy. "That's fair. Oh, a little higher… yeah, right there." After about 2 minutes, Freddie noticed that he was rock hard. Damn, I wanna fuck her standing up, right here. Oh, but she would murder me if I tried anything. We're supposed to be friends. She trusted me with showering with her; I wouldn't dare try anything…

Deciding he'd rather not let Sam see that he was literally rock hard and throbbing for her, he took a step away, heading for the shower exit. "Thanks, Sam," Freddie said, grabbing the towel and discretely blocking his penis from her view. "I'll let you finish, you know… washing yourself," he stuttered.

Sam wished she could have somehow justified turning him around and giving him a front massage too… but she just finished washing her arms and exited the shower instead. She dried off quickly and put on her panties. Her muscles were actually pretty sore from hockey, so she decided that it was already time for Freddie to pay her back.

"Okay, Benson, its payback time," Sam said flopping down on the blanketed wrestling mat by his locker. "Mama's turn." Sam laid on her stomach with her head sideways on the pillow. Her arms rested by her sides.

"Alright," Freddie said wearing now just his boxers and a penny T. Instead of putting his pant on, which he was holding, he just dropped them and walked around the bench, getting on his knees by Sam. "Where, right here?" Freddie said, starting somewhere close to her neck.

"Ahhh, that's great," Sam said. "Actually my lower back is sore. Do you mind?"

"Here?" Freddie said, moving his hands down Sam's almost completely naked body, stopping about 4 inches above her panties. He repositioned so he was straddling her; his knees adjacent to hers.

"Lower… lower… yeah, right there…" Sam guided. Freddie grinded both of his thumbs into the small of her back, less than an inch from her cute orange panties.

"This is awesome, Benson. I need this more often… actually; can you go a little lower?" Sam requested.

"Um… are you sure?' Freddie said. Going lower would be going below the beltline.

"It's fine," Sam said, reaching back with both hands and actually pulling the back of her panties halfway off again, revealing most of her ass. Freddie's then slightly relaxed cock was rock hard again.

Freddie moved his hands down a few more inches placing his thumbs on the back muscle just above Sam's ass. His hands actually rested on her butt. "Right here?" Sam confirmed that his location was spot on with a soft moan. Freddie applied more pressure, actually grabbing her ass now for leverage, as he ground his thumbs into her tender back.

"Oh, man!" Sam said, loving not just the contact, but the relief of tension as well. "Dude, I'm gonna have to owe you another one after this; you're really good."

"Glad I could help," he said, moving his hands back up and working his way down her back again, stopping on her sore spot.

Sam's pussy was so wet. Feeling Freddie handling her was intensely relaxing and arousing. Suddenly, she realized that her panties were a little wet too and that she didn't need Freddie noticing her arousal. She turned over and sat up, causing Freddie to stop.

"Uh... thanks Freddie," she said. He was still straddling her legs. He stood up then gave her his hand, helping her up as well. "School's been out for 5 minutes. Carly is probably waiting for us."

They finished putting on clothes and headed towards their lockers together.

**…**


	17. Chapter 17

**Ch. 17**

**…**

"Where have you guys been?" Carly asked, standing up from the bench in the main hall as they approached.

"Gym got out late," Sam fibbed.

"Oh, okay," Carly said as they headed for Carly's car. Carly and Freddie took turns driving all three of them to school. "Hey, I don't think we can plan iCarly tonight… Socco's cousin is moving across town and I told Spencer I would help move boxes."

"But we already put off planning yesterday because Sam had to take her mom to get her special medicine," Freddie pointed out. "And the show is tomorrow. We can't plan tomorrow if you have art club. We've got to do it today."

"Oh, shoot, I forgot about art club… but I really don't want to skip it," Carly said, opening the car door. "We can plan after I get back I guess, but it will be really late. Why don't you two do it without me? You can just fill me in at lunch tomorrow."

"Do you really think that is a good idea," Sam said in a hushed voice.

"Hey, I heard that!" Freddie chimed in from the back seat. "I'm creative!"

"Sure you are, Freddie," Carly said. "Okay, fine, we'll do it tonight. But like I said, it I might be home late… maybe not till 11."

**…**


	18. Chapter 18

**Ch. 18**

**…**

Sam yawned into her mashed potatoes. She couldn't decide if Carly was looking at someone over her shoulder at a different lunch table or just spacing out while half asleep. "Are you gonna be good for the show tonight?" Sam asked, poking Carly in the arm.

"Hmm?" Carly asked with a start. "Oh, yeah, sure. I'll probably take a nap after art club or just drink some coffee; I'll be fine. Sorry I kept you up til 2 am last night."

"Actually, I didn't get home til 3," Sam said. "Don't worry about it. I'll find a time to take a nap too I think."

"Here you go girls," Freddie said, approaching with three Peppy Colas he'd retrieved from the refrigerator in his backstage loft. "The caffeine in these should get us through the rest of the day."

"Thanks, Freddie," Carly said accepting the soda. "But, do you have enough time to eat?"

"No," he answered, "by the time I get through the line, lunch will be over… but I'm not that hungry today."

"Do you want my carrots? I'm full," Carly offered. Freddie accepted graciously. Seeing this, Sam offered him the rest of her lunch too.

**…**


	19. Chapter 19

**Ch. 19**

**…**

Sam was hopping around in her seat in the back row of Sex Ed. "What's up with you?" Freddie asked as they waited for everyone else to finish their vocabulary quizzes.

"I don't know, I guess it's the Peppy Cola," Sam whispered back. "This quiz was really easy."

"Yeah, I know," Freddie responded. The bell rang and they headed for Gym.

"Oh shoot, its Friday. We have our running test today," Freddie said as he met Sam in the Gym after changing.

"Yeah, I know," Sam yawned. Once everyone was there the teacher walked them out to the track.

"Ready, set… go!" he called. Freddie and Sam ran side-by-side at a relatively slow pace. Running with a partner was a lot easier than trying to pace yourself alone.

"How are we doing?" Sam asked as the completed their first lap.

"That lap took about 2 minutes," Freddie said checking his watch. "We could even slow down a little if you want to." Their goal was not to do their best, but to hit about 10 minutes total, making it very easy to improve every two weeks.

They continued to jog two more laps, keeping the same pace as their first. By the fourth lap, however, Freddie and Sam were actually getting tired. "Freddie, I'm so tired!" Sam said. "I think I'm crashing from that soda…"

"Yeah, me too…" he said. Normally, they could have run much faster and longer, no problem, but they were running low on energy due to lack of sleep. Freddie watched his watch closely as they slowed to a walk for about a minute. "Ok," he said. "we have a minute to finish half a lap. Let's go."

Freddie took off at a slow run. Sam hesitated but kicked it into gear and followed closely behind him for the rest of the run. By the time she crossed the finish line just behind Freddie, Sam was panting. Their teacher was standing at the finish with a stopwatch writing on a clipboard. "Did we get a better time?" Sam asked, actually worried that they just might have spent too long walking.

"No, we did fine," Freddie said. "About 9 and a half minutes."

"Go back inside to the gym," their teacher said to a group of kids that had already finished. "I don't really care what you do for the rest of the period as long as you stay in the gym or the locker rooms," he said.

Some freshmen were planning on playing basketball or hockey, but Freddie and Sam just went straight for the locker room.

Sam walked to a locker four lockers away from Freddie's and opened it. "God, I need a nap!" she called, stripping off her clothes.

"What are you doing?" Freddie asked, stripping as well.

"Oh, I changed lockers," Sam said. "This one is closer to the washer and the bed," she said gesturing towards the closet and the wrestling mat. "You don't mind, do you?"

"Oh, no, it's cool," Freddie said, enjoying watching her take her clothes off just as much as actually seeing her naked. Sam ran her fingers across Freddie's back as she passed him and headed for the shower. She hadn't even thought about it; she just touched his back on instinct. Freddie didn't mind.

They showered in sleepy silence. They didn't even ogle each other that much they were so tired. Sam finished first and ran her nails across Freddie's again as she passed him. It was just her way of showing affection… and Freddie didn't seem to mind.

When Freddie returned to his locker, he saw a naked Sam blow-drying her hair in the hand air dryer by the sink. She did this most days they weren't in a hurry to go meet Carly. As he dried off Sam walked over to the mat and got halfway under the covers. She didn't even bother to get dressed.

Freddie chuckled. "I was gonna sleep there," he said, drying his hair with his towel.

Sam scooted over. "There's enough room for two," Sam offered, patting the mat beside her. She was laying on her side with the blanket covering her from only the waist down. Freddie entertained the thought of her seducing him in this manner.

"You want to share a bed… naked?" he asked, immediately wishing he'd just shut up and hopped in with her.

"Dude, I always sleep naked… well, usually," Sam said, rolling onto her back.

"Me too actually… except in the winter," Freddie said.

"Whatever, dude, I'm gonna sleep here til Carly is done with art club," Sam said. "Feel free to join me."

He was so tired he didn't care that it felt weird; he just got under the blanket with Sam and laid on his back next to her. Freddie was asleep within a few minutes…

**…**


	20. Chapter 20

**Ch. 20**

**…**

Freddie's phone dang… or is it dinged… no, yeah, it dang. It was the noise that meant he had a next text message. He opened his eyes and remembered where he was. Freddie hadn't moved, but Sam had. During her sleep, Sam rolled over onto her side again. Her body was pushed up against Freddie's and her hand was resting on his chest.

Freddie's heart was pounding. 'Sam's naked... we're both naked and she's right next to me.' He could feel her breasts against his arm. With his arms by his sides, her crotch was now just inches from his hand. Had she known this when she moved? Did she even realize she'd moved in her sleep?

"Sam?" he said, nudging her arm with his other hand.

"Hmm? Oh… hey," Sam said as she woke up. She didn't move away but instead ran her nails across his chest, giving him another affectionate scratch.

"I actually love it when you do that," he said, referring to the scratches.

"Good," Sam smiled. "I figure you owe me at least one good foot massage by now."

Freddie rolled his eyes. "Hey, my phone dang," he said sitting up. Sam was so comfortable she had sort of forgotten that they had both been naked. She smiled mischievously as she sat up too.

"Oh, shoot, it was Carly," Freddie said grabbing his boxers and putting them on quickly. "We slept for almost 2 hours! Art club is over."

"Aww, chiz!" Sam said, grabbing her panties and getting dressed as well. "How much time till iCarly?"

"We have plenty 2 more hours, but Carly texted twice," Freddie answered. "I am on my way." he said out loud as he texted back to Carly. "Carly is probably so tired!" Freddie said.

"I feel great now!" Sam said. "That was exactly what I needed."

"Yeah me too… lets go," Freddie said.

"Friday night, baby!" Sam said, dancing around the iCarly studio.

"Hey, five minutes till show," Freddie said, messing around with his computer.

"It's too bad that high school football games are on the same night as iCarly," Carly said, playing with a bag of stuffed ducks.

"Yeah, I know," Freddie said. "Our live view count goes way down in the fall each year… but it steadily rises the rest of the year."

"But hey, people can still watch webcasts after they are posted, even if they aren't live," Sam said, taping a ruler to the bottom of her shoe.

"Oh yeah, Wendy said that they all watch it first thing after the games," Carly said putting the ducks down.

"They? They who?" Freddie asked.

"Well, the cheerleaders and some football players… and Wendy's other friends," Carly said. "They have a little party at her house after every game."

"Oh yeah!" Sam said, taping a notebook to the bottom of her other shoe. "Wendy said her parents were out of town this weekend!" Sam was excited. "We should go to the party after iCarly!"

"Hmm," Carly said. "She's not planning… you know, like a party party, is she?" Carly asked, not sure about Wendy's intentions.

"If you're asking will there be beer there… yeah, probably," Sam said. "Come on dudes, let's live a little. You don't have to drink if you don't want to, Carls," Sam added, looking at the worried look on her face.

"Sounds fun to me," Freddie said. "My mom would kill me if she found out. All the more reason to go, right? Besides, all our friends will be there and I feel like we never hang out outside of school with some of those people." Freddie pointed out.

Carly sighed. "Oh fine, we can go," Carly said. "But you're not allowed to drink," Carly said looking at Sam.

Sam gave Carly the puppy dog face. "Oh, come on Carly, pwease… just one wittle dwink… I'll be good, I promise."

"You know you shouldn't," Carly pointed out. "It's against the law!" She wasn't yelling, she was just making her point. Sam kept up her sad puppy face for just a few more seconds. She always caved so quickly for Sam. "Oh, fine," Carly said smiling. "Just one."

"Whoo!" Sam said, jumping up and down. "It'll be fine, Carls. We can leave if you feel uncomfortable. I just wanna hang out, you know?"

"Hey, 20 seconds til show," Freddie said standing up and grabbing the camera.

"Were we doing the duck thing first or second?" Carly said, strapping on a construction worker's helmet.

"Let's do that second" Sam said slipping into an orange vest. "And the ruler thing last," she added, shaking her ruler foot in the air."

"Ready," Freddie said. "In 5… 4… 3… 2…"

**…**


	21. Chapter 21

**Ch. 21**

**…**

"Oh my gosh, you came!" Wendy said sounding ecstatic as the iCarly crew entered her front door. "It's already nine O'clock. I figured you guys would be doing something else. We were just about to put your webcast on the big screen."

"Hey, did we win?" Freddie asked, referring to the football game that most of the party goers had just come from. There were about 20 people scattered throughout Wendy's living room and kitchen.

"Yeah, Gibby got the last touchdown!" Wendy said closing the door behind them. Sam headed straight for the kitchen while Freddie and Carly stayed in the living room. Wendy put up the webcast for everyone to watch while Carly found Gibby and another football player talking with a few girls.

"Hey, Gibby, I heard you got the last score," Carly said, giving him a high five.

"Yeah, it was awesome!" he said. "How did the show go?"

"Just fine," Carly responded. "Wendy is about to put it on I think."

After chatting with some friends, Freddie made his way to the kitchen where he found Sam. "I thought I'd find you here," he said, grabbing a hand full of BBQ chips and stuffing them in his mouth. He scoped out the drinks and didn't see any alcohol… yet anyway.

"Try a hotdog," Sam said putting half of one in her mouth in one bite.

"Are they good?" Freddie said getting one ready. He was pretty hungry.

"I've never had anything this amazing! These are way better than Robin's Wieners," Sam said, starting on her second.

Freddie made a mental note to thank Wendy later for providing dinner while he got his wiener ready. "Fuck, what is this?" he said chewing the meat as he tried to diagnose the flavor. He almost spit it out. It didn't taste bad; it just didn't taste how he thought it would.

"They're cheese dogs!" Sam said pointing to the package as she stuffed some chips in her mouth.

"Oh," Freddie said taking a second bite. There was a thin, juicy stream of processed cheese run down the middle of the hotdog. It reminded Freddie of the cream filling in fat cakes. "Hmm, I don't think I like it," he said setting the plate down. "Maybe I'll just stick to pizza."

"It looks like I'll have to finish that off," Sam said smiling. She stuffed Freddie's whole wiener in her mouth, enjoying every inch. The taste of the juicy filling made her crave even more.

"Hey you wanna go watch the show?" Freddie asked. Sam liked to watch each webcast afterwards just so she knew exactly what the audience had seen.

"Sure, let's go," Sam said, grabbing her 4th weiner.

About 5 or 6 more people showed up during the webcast. Among them was Butch, a rather rowdy football player. He brought a 24 pack of beer since he was known as the life of the party anytime he went anywhere.

After the web show, everyone broke into groups and either played games, talked, or just watched TV. Wendy's parties never got too crazy, even when her parents weren't there. Carly just ignored the presence of alcohol and she played a card game with Gibby and Sam. Sam threw back one beer, to Carly's disgust, and then switched to drinking punch. Wendy and Freddie went to Wendy's room and fucked for half an hour. Just kidding. Didn't see that coming did you? Sorry about that. Let me just put the 4th wall back up… No, Freddie ended up in a circle of his peers that included Wendy, Wesley, Reuben, two other boys and a bunch of girls Freddie didn't really know. They mostly gossiped about relationships or talked about how lame their teachers are while snacking on chips and drinking punch.

"Oh my God, I've got the best idea!" Wendy said after a while, eyeing they guys in the circle. She took her beer bottle that she'd emptied and put it in the center of the circle. "Spin-the-bottle!"

"Daaaamn, girl, that's hoppin'. Erra. Erra errrah" Wesley said, adding in a little beat boxing.

"I'm more toasted than a watermelon at the rodeo!" Reuben said, indicating that he would also like to play spin-the-bottle.

Some of the girls got excited, but a few of them got up and went to the other side of the room.

"Whatchu guys doing?" Carly said with a hiccup. Sam and Carly sat on either side of Freddie each with a cup of punch in their hands.

"I think we're playing spin-the-bottle," Freddie said, looking around the circle. All the girls in the circle were pretty cute so he didn't mind playing. "Are you guys in?" He hoped they would both say yes, giving him a legit excuse to kiss either one of his smokin' hot friends."

"I uh, hiuc! Um, sure," Carly said, with another hiccup.

"Mama like," she said also looking around the circle. The only guy she really didn't want to kiss was Reuben, but her odds were good that she'd land on someone else… hopefully Freddie…

"Carly, there you are," Gibby said, approaching them holding Carly's phone. "Hey, you be getting home. Spencer just called me.

"Oh chiz," Carly said, finishing her drink. "Wow that fruit punch is good. Hey, I have to go, do you guys want a uh… a ride?" Carly said, momentarily forgetting the word 'ride' for some reason.

"Not really," they answered together.

"Carly you can't drive. You just had like three cups of that punch," Gibby said grabbing Carly's keys out of her hand.

"So?" Carly said grabbing at her keys.

"Carly, there's peppermint schnapps in the punch," Wendy told her. Freddie and Carly both stared at their cups in surprise. Sam knew of course. Freddie shrugged and drank some more.

"Oh, no one told you?" Wendy said. "Sorry about that, Carly."

"It's fine," Gibby said. "Carly, I didn't drive here or drink anything. I can drive you home if you want and I'll just walk home. Spencer will never know."

"Oh my God, Gibby, you're a life saver!" Carly said standing up. "I had no idea that alcohol tasted too good! You sure you don't want to come?" she said to Sam and Freddie.

"We're gonna stay awhile." Sam said. "My mom can pick us up. She won't care that I had a few drinks… really she'll be happy I called and didn't try to drive anywhere."

"Bye guys," Carly said heading towards the door with Gibby right behind her.

"Let's get this started!" Wendy said, spinning her bottle. It swung around and landed on Reuben. "Shit." She mumbled under her breath. No one heard her except for Freddie who laughed out loud.

"Are you ready to make a dolphin kick his juice can?" he asked approaching Wendy. "Or would you rather take the trail to lumber town?" Wendy just rolled her eyes, closed them, and got it over with, kissing him full on the mouth keeping her lips pursed closed for about 5 seconds. She wiped her mouth afterwards and took her seat by Freddie.

"You make a dog bark for earphones!" he said sitting down with a smile on his face.

"You're up, Freddie. Five second minimum, by the way," she added as he took the bottle from her.

Freddie spun the bottle. It landed on one of the girls Freddie didn't know. She took a step towards him and smiled. "Lucky me," she said in a flirty voice. She was clearly an iCarly fan. Freddie kissed the flirty brunette for about six seconds making her the 4th girl he'd ever kissed. She nibbled his lip a tad just before they broke apart causing Freddie to raise an eyebrow. He returned to his spot with a stupid smirk on his face.

Only slightly disgusted, Sam spun the bottle. It landed on Reuben. "Fuck!" she said just a little too loud.

"Hey, a dingo knows a rat when it jumps his bump, man!" he said getting upset as he stood up.

"Yeah? Well I wouldn't stuff a chicken even if you were the last fork in the sock drawer!" she said, trying to piss him off. It worked…

"Damn, that's cold. Chikka whaaa!" Wesley rapped as Reuben got up and left the party pouting.

"It's okay, Sam," Wendy said picking up the bottle and handing it back to her. "I didn't even invite him here…"

"Mama needs a real man," she said spinning again. This time it landed pointing almost straight back at her though just a bit to her right… so, where Freddie was.

"Woah, Seddie!" Wendy teased. Sam rolled her eyes. "Just kidding, Sam," Wendy added.

"You think you can handle mama?" Sam teased turning to Freddie.

"Give me your best shot!" Freddie taunted back as they both stood up.

Sam pulled him close and kissed him right on the mouth. Sparks flew! Sam imitated the girl Freddie had already kissed by nibbling his lip, though; she did a much better job. Freddie responded by doing the same, to which Sam answered by running her tongue over his bottom lip. After about 10 second, they pulled apart, taking in large breaths as they did so.

On its way around the circle, Wesley got three kisses, including kissing Wesley on his spin. He had one happy rapper. The girl that Freddie had kissed had spun Freddie again. Sam felt anger building in her stomach as they approached and he kissed her a second time. She tried to bite his lip a little more like before, but Freddie didn't seem too into it. He ended the kiss after just four seconds. Sam smiled.

When Wendy got the bottle back she spun, also landing on Freddie. Their kiss was nice and tame, lasting about six seconds. Sam didn't feel upset at all about this kiss, though she hadn't even realized that Freddie kissing the brunette had bothered her.

Freddie spun his second time, landing this time on Sam. "Ready for round two?" she asked raising an eyebrow. Freddie just grinned as he pulled her towards him and planted his lips on hers a second time. This kiss was his most passionate one yet; their lips danced and wrestled as she grabbed a handful of his hair in the back and pulled lightly. Freddie never backed down from a challenge from Sam, so he put some tongue into the kiss just as she was doing. This was something he'd never done before. He wasn't sure if it was the alcohol… Sam was delighted and let out soft moan before returning for another nibble.

Freddie pushed his body against hers as he tried sucking on her lower lip. Elated, Sam did it right back to him so he nibbled her a little back. Without even really thinking about it, their hands had been running all over the other's back and sides. Freddie's hands even trailed down towards Sam's ass for a second before he shyly retreated from there.

Wendy cleared her throat loudly. "Um, guys?" It had been about 12 seconds. Freddie was slightly blushing as they pulled apart.

"You're up again, Sam," Wendy said, handing her the bottle and drinking some more punch.

"Oh my God, I just got a better idea!" she said, not spinning the bottle yet. She had already kissed the only boy she'd wanted to kiss twice and wanted to quit while she was ahead. "Let's play truth or dare instead!"

"That sounds awesome!" Wendy said. Everyone in the circle had had at least two drinks so a game of truth or dare sounded pretty fun to everyone. "Whoever the bottle lands on decides the dare… or truth," she said drinking from her second beer bottle.

"Sounds good to me," Sam said spinning the bottle. It landed on Wesley. "Truth or rika rika rika dare?" he asked, beatboxing away.

Sam didn't give a fuck. "Dare." She responded, just waiting for the challenge.

"Yo, dog, any rules?" he asked Wendy.

"Nope, no rules," Sam answered for her, not wanting to sound chicken.

"A'ight," Wesley said smiling. "Lemme see them tits, web girl. Chika whaa!"

Freddie seemed more surprised than Sam by this request; she was just staring Wes down with a smirk on her face. "Fine… but not for everyone," Sam said, accepting the challenge. "You got a closet or something?" Sam asked Wendy.

Wendy was too dumbfounded by the intensity of the dare to respond immediately. "I, uh… oh, you guys can go to the bathroom down the hall if you want," she said giggling.

"Let's go, boy," Sam said walking to the bathroom with Wesley chuckling right behind her. There were only about 10 people still at the party so no one who wasn't playing the game noticed them go to the bathroom together. "No touching," Sam said sternly.

Wesley nodded. "Damn, this chiz is crazy," he said. Sam pulled her shirt up a little, took a short breath, and then pulled her shirt up the rest of the way, exposing her boobs for Wesley's lustfully awaiting gaze. She let him look for about six seconds before she pulled her shirt back on. "Damn!" he said once she put her breasts away.

"Don't you fucking dare think about telling anyone we did anything else," Sam threatened. "And nobody other than the people out there needs to even know about this. Got it?"

"I feel you, I feel you, erra erra," he said as she opened the door. Wesley had a smile plastered on his face as they reentered the living room. Most of the people there were snickering. Sam noticed that Freddie's brunette kissing partner was leaving, though she slipped him a piece of paper and winked at him before she did so.

"I can't believe you actually did that!" Freddie said in a hushed voice while the others took their turns, mostly exposing truths about themselves.

"Oh, he's not gonna go blab… I made sure of it," Sam said. "Although to be honest, I didn't like doing that. I feel… I don't know… dirty." Being with Freddie was one thing, but showing herself to someone who she didn't really know, and has been with so many girls that he'll forget that it ever happened by tomorrow really made her feel uncomfortable. She decided to just dismiss it from her mind. "What's that paper?" Sam asked, looking at Freddie's hand as the bottle went around the circle.

"Oh, just that girl's number… but she didn't even put her name on it," Freddie answered. "I don't' even know who that was! I'm not gonna call her," he said dropping the paper on the floor. Sam smiled again.

When it got to be Wendy's turn, one of the boys Freddie didn't know dared her to down another beer as fast as she could. Even though she had already had two beers and a bunch of the spiked punch, she did it anyway. It wasn't like she had to drive anywhere.

Freddie let out a yawn as he picked up the bottle. Time had gotten away from him; it was already 11pm. He took his turn and to his dismay, the bottle pointed at Sam. She grinned thinking of all sorts of mischievous things to make him do. "Truth or dare, Freddie? You're not too chicken to take my dare, are you?" Freddie had planned to say truth, but he wasn't about to pass up a Sam Puckett challenge.

"Okay, Sam… Dare!" he said proudly.

"Oh, shit, I've got one for you," she said thinking simultaneously about what she'd had to do and about how badly she'd wanted to fuck him for weeks. With some alcohol running through her system, she summoned the courage cross a line with Freddie that she never could have passed while sober. "Okay, okay… I've got an amazing dare that I know you're too chicken to do… but because I respect you, Freddie… it's going to be a secret dare."

"What do you mean?" he asked. The others were wondering the same thing.

"Well, no one else gets to hear the dare except you and me… and you only have to do the dare for me," Sam said.

"Um… okay, what is it?" he said, getting a little worried, though he wasn't about to admit chicken to Sam Puckett.

"Come 'ere," she said giggling a little. The schnapps was starting to catch up to her as they walked into the hallway where they were alone.

"What's the dare, Puckett," he said, ready for almost anything.

"Pfft," she laughed again. "I dare you to…" she leaned into his ear. "Jack off in front of me and let me watch," she whispered.

Freddie's eyes budged. "What!?" Freddie said, also feeling a bit drunk at this point; another thing he'd never experienced before.

She whispered in his ear again. "I said, I want you to jack off and let me watch… unless you're a chicken," she taunted him. Her phone rang so she checked her messages.

"I can't do that here, Sam," he defended.

"Fine," Sam said. "My mom is here anyway to pick us up," she said. "Come over to my house and do it there… unless you're chicken," she giggled.

"Fine!" he said, refusing to back down. "Let's just go."

They passed the circle on their way out. "We gotta go, but I'm still gonna make him do a dare," she announced to the circle.

**…**


	22. Chapter 22

**Ch. 22**

**…**

"Where is your mom going so late?" Freddie asked as Pam Puckett dropped the kids off at her house and then left.

"Hell if I know," Sam said spitefully. "Probably gonna go get drunk and spend the night with some dude she hasn't met yet. Hey, just spend the night," she said not wanting him to get in trouble for being out late or getting drunk.

"I already told mom I was staying the night at Gibby's house," he said. "I actually had planned on it, but I can just stay here if you want me to."

"Hell yeah," Sam said as they went to her room. "You still gotta do your dare," she reminded him.

"You've got to be kidding me," he said. "You want to watch me masturbate?"

"Oh, damn son, I didn't know you were a coward, boy!" Sam teased again.

"Hold on, this isn't fair at all," he said. "I dare you to do it too."

"Yeah?" Sam asked. Her heart began to race. "Okay, that's fair I guess. Fine. I'll do it too. You first," she instructed.

"Huh uh," he said shaking his head and undoing his pants. "At the same time," he demanded. "Otherwise I don't' think you'll actually do it." Sam was getting wet already.

"Alright," she said, taking off her pants as well. "No one calls Sam Puckett a chicken."

"Oh shit, I gotta pee first," Freddie said running across the hall to Sam's bathroom, leaving his pants behind. Sam laughed but realized that she too had to pee. Her mother's bathroom was probably the last place in the world Sam ever wanted to go, so she waited for Freddie to finish before she took her turn. When she returned to her room she found Freddie lying on her bed in just his boxers... he was already half asleep.

"Wake up dude!" Sam said, hoping she wasn't going to miss her show.

"Sam, it's like 1am and I'm drunk," Freddie said. "I'll do your damn dare, just let me do it tomorrow," Freddie begged.

"Fine," Sam said, respecting Freddie enough to not force him into this. She had also just realized that she was very tired as well. She turned off the lights and shut the door. "Don't think I'll forget, Fredward," she said pushing him over a foot and getting in bed with him.

"Yeah, yeah," he said, turning on his side so he was facing her. Sam began to remove her shirt… and bra… and her socks and panties too.

"I told you I sleep naked, right?" she asked, almost positive she'd mentioned it during their nap after school earlier that day.

"Yep," Freddie said staring at her in the dark. "Actually… me too usually," he said pulling off his boxers and tossing them on the floor. "I'm glad I can be comfortable around you," he said relaxing.

"You're not too bad yourself, Benson," Sam complimented.

Sam saw that Freddie fell asleep almost instantly, but she didn't relax so easily. She had been looking forward to watching Freddie stroke his dick… there was no way he'd do it in the morning. Well… maybe he would if she teased him just right.

Sam listened to the rhythm of Freddie's breaths as she attempted to relax. However, there was a fire between her legs that she had to rub out. Thinking about Freddie had gotten her very aroused.

She looked over at his naked body. They were both on top of the covers and she could see the outline of his fine cock from the light sneaking in from the streetlight just outside the window. He'd said he was tired, but from her point of view, he was as aroused as she was.

Knowing that he was asleep and unable to hold back, due in part to her intoxication, Sam began to rub herself between her legs. After ten seconds or so she started to get her hips into it. Sam masturbated quietly just a foot away from Freddie. She massaged her breasts with her other hand while she sped up the pace. And then darryproducts, one of your fellow readers, was all like "Damn, I did not see that coming!" Seriously, go read the comments. He didn't see it coming the last two times I did something crazy either.

Sam's breathing became heavy and she let out a soft moan. Oh my God, this is so fucking hot… I wish he was awake so he could fuck me. she thought, knowing that there was no way he actually would want that if he was awake. The thought of Freddie getting on top of her and sliding his hard dick inside her however made her kick it into high gear.

"Oh, fuck Freddie," she whispered very softly as she pushed her middle finger inside. "Oh fuck me… fuck me with that throbbing cock…" she continued to say quietly to herself. She let out a few more moans really getting her hips into it. If she didn't know better, she'd say that Freddie's cock had gone from partially erect to fully erect in the part minute, though she couldn't be sure it hadn't been hard the whole time…

"Yes… yes," Sam said, not too quietly this time. Sam was getting close to a climax when she suddenly froze. Freddie was moving. Oh fuck, did I wake him up?

His hand found its way around the base of his cock. "Didn't want to wait, did you?" he asked, stroking slowly.

"I… um… oh my God," Sam said, her finger still inside of her pussy. He'd caught her wet handed. XD

"I'll show you I'm no chicken, Puckett," he said sleepily yet aroused. He then licked his hand, getting a fair amount of saliva on it and grabbed his cock again, stroking it and using his spit as lubricant. "Come on, keep going," he commanded, speeding up slightly. "I dare you, Sam."

Pulling her finger out she slowly started over, rubbing her clit in disbelief as Freddie stroked his cock beside her. "I really… oh… didn't think you'd man up, Fred-dork," she teased letting herself moan once more.

"It's not like I haven't done this before," Freddie reviled, licking his hand again and stroking again, slowing down a little this time. "It's a great way to… oh fuck… relax," he finished, stopping for a few seconds before continuing at a quick pace. He alternated between soft groans and short breaths as sweat formed all over his body.

Freddie was still on his side. His cock was pointed straight at Sam's leg. Sam realized just how close his cock was as she slid her finger back inside, pumping her hips a little now.

"I bet you do this a lot," Freddie guessed, judging by how she knew exactly how to touch herself.

"I… ah… oh… yeah, I do…" Sam said, holding back moans but failing. I can't say his name… don't say his name! she thought to herself. Sam tended to whisper to herself when she fingered herself, and saying a boy's name really got her going. Recently, it had been Freddie's name every time. "I… I can't believe we're actually—"

"Oh God!" Freddie said, interrupting whatever Sam had been about to say. His hips were pumping at full speed as he slid his cock though his tightly gripped, lubricated hand.

Seeing him speed up, Sam began to pound pussy with her middle finger thinking oh Freddie, oh Freddie, fuck me, fuck me! Her breasts bounced as she put her whole body into the motions. She was sweating even more than Freddie was.

"Oh, oh, oh…. Fuck," Freddie said. "Sam, I'm… I'm… cumming. Uugh…" he said, still fucking his hand at a steady pace. His jizz shot out in waves, mostly pooling on the blankets between them.

Freddie didn't even notice but, since he was facing her, a fair amount landed on Sam's thighs too, sending her over the edge. "Eh, oh, ah, oh, oh, F…F..Fr.. oh God!" she said, almost shouting his name as she climaxed. Sam's body spasmed as she humped her hand. After ten seconds or so, Freddie stopped humping his hand and he fell limp, letting out a satisfying sigh. Sam pulled her finger out and licked her juices off. Sam didn't think it was weird that she enjoyed her own taste.

"Freddie, that was crazy!" Sam said. Freddie was breathing deeply and responded with a simple "Mmhmm. G'night buddy," as he wiped his hand on his leg. "Guess I'm not chicken, eh?" Moments later he fell asleep.

Sam was now incredibly relaxed having just orgasmed. She put her hands at her side… and set her forearm right in Freddie's cum. She was only slightly grossed out, but also curious. She waved her hand in front of Freddie's face to make sure he was asleep this time before she lifted her arm and licked some jizz off of it. It tasted a little bitter… but also sort of sweet, like the punch at the party. Intrigued by the smell and taste, she licked her arm again… and again, until she licked her arm clean. Oh my God, I'm a freak. Sam thought. She crawled under the covers and fell asleep content, knowing this may be the closest she ever would get to her fantasy of fucking her friend.

**…**


	23. Chapter 23

**Ch. 23**

**…**

Freddie woke up with a slight headache. He was also shivering and facing away from Sam. Why is it so cold in my room? He opened his eyes. Oh yeah, Sam's room. What happened last night? He got under the covers and laid on his back, joining Sam who was toasty warm.

Freddie was racking his brain. He remembered the party… and then spin-the-bottle… the dare! With sunlight shining in through the window he could clearly see where some dried up fluids had been the night before. Holy chiz, that actually happened!

He checked her clock; it was 9 am. Sam began to stir. "Freddie?" she said opening her eyes. "You still here?"

"G'morning," he responded, trying to play it cool.

"Oh my God, I can't believe we did that last night," Sam said laughing, focusing on the exact thing Freddie was hoping to avoid.

"It was your idea," Freddie reminded her. "Are you as cold as I am?" he asked, trying to change the subject.

"No, I'm kinda hot…" Sam said. "Come here." Sam scooted towards Freddie, and pushed her warm body up against his side, setting one hand on his chest. She slid her other arm under his body; she was using one of his arms now as a pillow. "I hope you don't feel weird," Sam said, sensing his discomfort. "I really shouldn't have dared you to do that. I doubt you would have done it if you were sober. I was just trying to challenge you to do something I knew you wouldn't do," Sam explained.

"Who says I wouldn't do it sober," Freddie defended.

"You don't need to prove to me that you're a man, Freddie," Sam laughed. "I see your manhood every day at school."

Freddie laughed too. "Yeah, I guess you do. And I don't feel awkward," Freddie said, realizing that it really shouldn't be a big deal. The reason I can shower and change around Sam is because I trust her. And when you care about someone and really trust them, how could you ever feel awkward around them? He rationalized

"No?" Sam questioned. She honestly thought he would be freaking out by now.

"I mean… it's hard to feel awkward about something I enjoyed," he smiled.

"I still don't think you would do it sober," Sam said, taunting him a little once again.

"Sam, I can say this cuz you're my friend, but I jack off almost every day," Freddie said. To his surprise, he was starting to get an erection again… well; it really shouldn't be a surprise. He's always hard around Sam.

Sam giggled. "I touch myself at least twice a week," Sam admitted, "but that's not what I meant. I don't think you have the balls to jack off in front of me without being drunk," Sam challenged, giving him a smirk. With last night fresh in her mind, she was begging for round two.

"Do you still need convincing?" he said licking his hand then petting his cock, getting it wet with spit. His other arm was still behind her, being used as a pillow.

"You can't be serious," Sam said surprised and excited. "I don't believe it."

"Believe it, you little perv," Freddie teased. He pulled the blankets off of both of them to expose his erection. He was already stroking it slowly even with Sam's body pressed up against his.

"This isn't… weird for you?" she questioned, staring straight down at his cock and getting wet again.

"Sam, you are my closest friend," Freddie said, still stroking. "and you are extremely attractive," he complimented. "I'm sure you've noticed that in the showers I am usually erect?" he asked.

Sam nodded. "Uh, yeah, its kinda hard to miss," she giggled as she began to massage her own breast without even realizing it.

"I know that actually having sex would be weird for you, you know, since we're such close friends," he said. "But you turn me on, Sam," Freddie admitted. "And if it's okay with you, I'll be… oohh… jacking off again," he said letting out a soft moan. He licked his hand again and began to stroke faster.

"I guess I was wrong. You're much more of a man than I thought," Sam smiled, watching his hand slide up and down his shaft. Her pussy became wetter and wetter as she watched.

"Feel free to join me," Freddie said. "I know you liked it last night." Unlike last night, this time Freddie was on his back and Sam was on her side. She did not want to move away from him, so she lifted her leg, turned it outward, and placed her foot flat of the bed behind her other leg. This allowed her to keep her body pressed up against his side yet still reach back behind herself, between her legs, and start to play with her pussy. By reaching behind herself instead of in front, she naturally arched her back, displaying her breasts right in Freddie's face while simultaneously pushing her clit against his thigh, though she did not notice this at first. Each was touching themselves, though they were still almost hugging.

"We're so naughty, Freddie," Sam giggled, pushing her finger into her pussy. This caused her to buck her hips and push her clit against his thigh, which caused her to buck two more times.

Freddie felt her wetness and enjoyed the contact on his thigh. "Ohhhh, wow Sam," he said, beginning to put his hips into it, fucking his hand pumping straight up into the air. "I c…c…can't believe I have such an amazing friend that I can jack off with her and she actually likes it," he said, stuttering with pleasure.

"I… oh, Fr… oh fuck," she said, almost shouting his name again. Being each other's turn-on was one thing, but allowing him to know that she was actually thinking about his cock sliding inside of her just might make this whole situation too awkward for Freddie. He had, after all just said, that he thought actually having sex would be crossing a line.

"So Sam… fuuck," Freddie moaned, now alternating between lightly poking and firmly pounding his hand. "T…tell me something. Those kisses last night…"

"They were nice," Sam said. "Best kisses I've ever had, actually," she said truthfully. Sam continued to hump his leg slowly. Her middle finger still penetrated her pussy from behind but most of her stimulation this time came from her clit bumping into Freddie. "Th…this is so much better than masturba…bating by myself," Sam said between silent gasps. "Hey, Freddie." she said getting his attention.

He cocked his head towards her a little bit; their faces this whole time were only a few inches apart. Sam had inched forward and, taking him by surprise, she planted a kiss right on his lips. Freddie did not pull away, but instead he nibbled her lip letting out a soft moan. Sam humped him faster, letting multiple moans escape into the kiss. She licked his upper lip and sucked it sending a shiver down Freddie's spine.

Freddie began to grunt as he sped up the pace. "Sam, I'm going to cum soon," he said, beginning a second kiss the moment he finished his sentence. He continued to grunt, just this time while sucking her bottom lip.

Sam humped him at a steady pace, pulling her finger out of her pussy now relying only on the stimulation she achieved from humping his thigh. "Oh… oh… ahh, me too F…F… Freddie," she said, returning to yet another steamy kiss. With her arm free now, she embraced him in a hug, giving her much more leverage to hump him quickly instead of the slow pace she had started with. Overall, even without penetration, her stimulation was greater and she approached her climax rapidly.

His other arm was still behind her and, noticing her change in position, he pulled her closer as well, completing a much tighter side-hug, though at this point she was partially on top of him. With her change in position, Freddie was much closer to her neck and got a better view of her breasts. He felt compelled to kiss her neck, which he did without hesitation. It took only moments for him to begin to suck and bite instead of just a kiss, which increased both of their arousals tenfold.

"Sam, I'm c…cumming… oh. Grrraah, Sam! Oh Sam, oh Sam!" Freddie said pumping fast. The feeling of wetness on his thigh that came from Sam helped him climax hard. His sperm gushed out as he continued to hump his hand. His sperm flew everywhere. Half of his sperm landed on him and his hand, but the other half landed on Sam's ass, side, and arm since she was up against him and almost on top of him.

Not after but actually during Freddie's ejaculation, Sam reached climax as well. She lost control the moment he said her name. He said my name! she thought. Sam had been saying his name in her head too. He said it! He said "Sam, oh Sam, oh Sam…" As his fluids landed on her body, she let her thoughts escape. If he said her name, she could say his too. "Oh fuck! Oh Freddie!" she shouted finally, humping his wet thigh. Her eyes rolled back as pure pleasure pulsed throughout her body. "Oh Freddie, oh Freddie, oh my God! I… I…Fr… oh…" As Freddie slowed to a stop, Sam rode her orgasm out on his leg. She shuddered with pleasure one last time as she collapsed, half on top of him.

Sam laid there panting for three or four minutes as she tried to regain her energy. Eventually, she rolled off of him, instead lying beside him. "Sorry I got some… uh, cum on you," Freddie said. He laughed. It was all over her!

"Oh, don't worry, dude," Sam smile. It took all of her energy and focus to not lick herself clean.

"You've got a lot on you too."

"Hey, what time is it?" he asked, sitting up.

"Oh, almost 9:30," she said glancing at her clock then closing her eyes, still on cloud 9 from her orgasm. Freddie watched her breasts rise and fall slowly as she breathed. Sam is just so beautiful! he thought.

"Oh, well, I need to be home by lunch or mom will freak," Freddie said, getting up. "Oh, and I should call Gibby and get our story straight in case she asks him anything. I owe him big for covering for me," he said. Sam sat up too.

"So does Carly," Sam said. "He drove her home… you better shower," she said, pointing to the restroom. "Don't worry about clothes. Mom isn't home," she said.

"You can join me if you want, I guess?" he said opening the bedroom door. He went to the bathroom with Sam a few seconds behind him and started the shower water.

"I'll join you," she said, closing the bathroom door behind them. "But I have to pee first. You, uh, don't mind do you?" indicating that she was just going to sit down and pee in front of him.

"Oh, well, that's fine," he said, looking away politely as he waited for the water to get warmer. You really must be comfortable around someone if you can pee while they are two feet away from you and it doesn't bother you. Freddie thought. He reached into the shower to check the water temperature. It was not quite as warm as he liked it, but still warmer than at home, so he got in as Sam finished her business. As soon as he got behind the curtain, she licked his cum off of her arm. Oh God, I like this. she thought.

When Sam joined him, she got in on the water side; the side where the shower head was. "Why do you have the water so cold?" she asked, turning the dial much warmer.

"Oh, well, I guess I'm just used to warm water instead of hot water," he said.

"Oh. Is this too hot for you?" she asked. He put his hand over her shoulder into the stream of water.

"No, that's great actually," Freddie said, examining her body washes. "You use men's body wash?" he chuckled.

"Only sometimes," she said grabbing the bottle of Knees and Toes for Men out of his hand with a smirk and started lathering up. Among her various girlie shampoos and body washes, Freddie saw a bottle of Spade Men's Shampoo.

This shower wasn't going to be like their showers at school. With only one shower head, it would be necessary to switch standing positions every one or two minutes.

"Hey, can we switch so I can get my hair wet?" he asked, indicating that he was going to use the shampoo.

"Yeah, I need to get this soap on me anyway," she said. The water would just rinse it off before she could lather and wash her body. With his back to the side wall, Freddie scooted past Sam who held his shoulder as they passed. The area they were in was so small that they were very close.

Freddie got his hair nice and wet and then lathered his hair while Sam finished rubbing her body with soap. "You didn't really get your back," he said, noticing she had sudsy whiteness almost everywhere else.

"Will you get it for me then?" she said, handing him the bottle. Freddie got a little more soap out and rubbed in all over her back. He rubbed her shoulders, like he'd done before and Sam sighed. "Oh, Freddie, will you rub my shoulders please?" Sam requested. Freddie rubbed her back and shoulders with the soap, massaging her muscles too as he did so.

"Wow, thanks," she said and he washed the suds out of his hair. She was feeling even more relaxed than before. "Switch again?" she asked. They scooted by each other once again, her soapy breasts touching his chest as they passed each other. After rinsing her body off it was Sam's turn to wash her hair while Freddie rubbed his body with soap. Without even asking, Sam took the bottle and rubbed soap on his back, giving him a gentile rubdown as she did so. After a short but very nice back massage, Sam pulled Freddie close, giving him a soapy hug from behind.

"You are so awesome, Freddie," she said, their naked bodies touching once again. "You really are my best friend."

"Really? Even more so than Carly?" he asked as she rinsed her hair.

"Well… yeah," Sam said. "No way could I masturbate with Carly," Sam said. Part of her wished that she could, but she quickly pushed the thought from her head. Carly probably hasn't ever even touched herself, apart from using tampons…

"Wow, thanks," Freddie said. "You're my best friend too, Sam," he smiled. "Switch?"

Freddie got in the water and rinsed one last time. "You done?" he asked. Sam nodded and they both got out and dried off.

"Thanks for coming over me Freddie… I mean coming over to my house," Sam teased as they went back to her room. Freddie laughed too.

"Wow, nice one," he laughed,"… actually, it would be cool with me if I came over you again sometime," he said wagging his eyebrows as they got dressed.

Sam rolled her eyes but smiled. "I'd like that," she said simply.

"I'll call Gibby," Freddie said. "Hopefully he can still take me home. I really owe him big…"

**…**


	24. Chapter 24

**Ch 24**

**…**

Sam closed Carly's bedroom door behind them. "… well, yeah, I mean I've thought about it, Carly but I never—"

Carly kissed Sam on the mouth, taking her by surprise. "I can't stop thinking about you this way, Sam," Carly said pulling her own clothes off. Without even thinking about it, Sam had removed her shirt and pants too. "You should get on you back," Carly said, seductively removing her panties.

"But Carly, are you sure you want to do this?" Sam said, pulling off her panties too.

Carly just smiled and pushed Sam onto the bed onto her back. Sam gasped as she felt her friend's tongue on her clit; a thought she'd had many times but never, ever thought would be a reality. Carly toyed with Sam, flicking her clit and sliding her tongue inside Sam's pussy.

"Oh Carly… Oh… Oh Carly," Sam said, putting her hands in either side of Carly's head. What would Freddie do if he found out!

Carly then stopped after almost a minute. "Don't move," Carly instructed. Sam did as she was told. Carly got on the bed too, reversing her orientation and getting on top of Sam. She then lowered her crotch into Sam's face and resumed pleasing Sam with her tongue and her nimble little fingers. Eager to repay the favor, Sam dove in tongue first, licking Carly like crazy, enjoying the taste.

"Oh, Sammy," Carly moaned. "You are amazing! Keep going, please!"

"Oh, Carly… Oh… Oh Freddie… Oh Freddie… Freddie… Freddie! Wake up, Freddie!

"Hmm? What? What happened?" Freddie said, jerking awake.

"Why are you not ready for school yet, young man?" his mother cried, pulling him out of bed. He looked at the clock by his bed. It was 6 am on Monday.

"Geez, mom, school doesn't start for over an hour! Why aren't you already at work?" he said, facing away to hid his morning wood. His mom would think he has an STD or something if she saw that he woke up with an erection.

"I have the week off to visit your aunt in Utah," she said in a huff. "But I don't know if I can leave you alone. Clearly you don't get up when you told me you do."

"Mom, no one gets ready for school an hour early," Freddie defended washing his face in his restroom. "I get up at 7, not 6."

"But what if something happens and you are late?" his mom shrilled. "I have to get going but when I get home on Sunday, we need to talk about your priorities!" Freddie just rolled his eyes. He had been having such a good dream too, but he could hardly remember what it was about at this point. Once he was sure his mom was gone he got back in bed and fell asleep til 7.

**…**


	25. Chapter 25

**Ch. 25**

**…**

"Hey, is that iced tea?" Freddie asked, joining Carly and Sam at the lunch table on Monday.

"Yeah, they usually don't serve it here. It's kinda weird," Carly replied as Sam stuffed a taco in her mouth. "Hey, do you want my lemon?" Carly asked Sam, referring to the lemon wedge in her tea.

"Oh my gosh, yes! Mama loves me a good lemon," Sam said.

"I think I'd like a lemon of my own," Freddie said.

He set his books down on the table and got in the lunch line so he could get his tea.

"Thanks, Carly," Sam said holding the wedge as she tried to decide between her fried rice or her other taco. "So, did Spencer find out?"

"I don't think so,"Carly replied, staring at a boy across the lunchroom again. "He interrogated Gibby when we got home, but he just said I was really tired."

"That's good. Sorry you had to lie to your brother, Carls. I should have given you a heads up about the punch," Sam said, chomping down on the rice.

"I love tacos, I'm so hungry!" Freddie said, sitting down with his lunch. He took a bite out of the lemon on his tea and then started on his taco.

"Are you done already?" Carly asked Sam.

"Yeah, I'm stuffed," Sam said smiling. "Gabby brought in food for a presentation in English today… I had 4 pieces of cake."

"Can I have you other taco then?" Freddie asked, already most of the way done with lunch too. Sam motioned for him to go ahead and take it, so he did. She didn't want it anyway, the meat was all greasy.

Freddie got some of the juices from Sam's taco on his hand. He licked it off. Freddie then dove right in, enjoying every moment of her gift to him.

"Damn, Benson, you must have been hungry," Sam said watching him scarf down all of his food and finishing Carly's potato chips.

"I was!" he said. "I slept in and missed breakfast," he explained.

Sam looked back at Carly to see her gawking over the boy again. "Why don't you ask him out?" Sam asked. Carly snapped her head back to Sam.

"What are you talking about?" Carly said. "What boy?"

"You've been staring at Chad for two weeks!" Sam claimed. "Go talk to him!

"Oh, I don't know... I'd rather talk to him in sculpting class," Carly said. "At least that way I have art to talk about if I get flustered."

"Awww, suddenly the truth comes out. He's why you joined art club!" Sam claimed.

"What? No!... well, it didn't hurt that he's the president of the art club," Carly said biting her lip. "He's so cute; I just want to jump him. Sam absentmindedly looked back at Freddie. She knew how Carly felt.

"What is he like?" Freddie said. The bell rang just as he finished his sentence. "Wow, barely enough time to eat…" he complained, sounding very much like Sam.

"I don't know, I barely know him," Carly said as they stood up and went to class.

**…**


	26. Chapter 26

**Ch. 26**

**…**

'What's up with Carly falling for all these cute guys?' Freddie wondered as he sat on his couch in the theater loft doing math. Her relationships always fail because she has nothing in common with her boyfriends. Freddie was pretty much over Carly, mostly because he knew it would never happen. He just really hoped that one day Carly would realize that love is deeper than looks. He wanted her to be with a guy that truly cared about her and not just her pretty face. She was after all his other best friend.

Finishing up his homework for the day, Freddie went to the restroom area of his loft. He still wasn't quite sure why there was a shower, sink, and toilet in this room, but he was glad he could use it. After doing his business and washing up, we looked over at the shower. He used the toilet and sink almost every day but he'd never even tried to see if the shower worked. Letting his curiosity get the best of him, he walked to the back of the restroom and, while standing out of the way of where the stream of water would be, Freddie turned the dial and water came out.

It turns out that the shower was also connected to the water, though it hadn't been used in a while and the water was stagnant. He decided that it might be a good idea to let it run for a few minutes so the room wouldn't smell like mold. He paced the main room waiting, knowing the period would be over in 7 minutes and that he needed to get ready to go to Sex Ed. His eyes caught the mini fridge, which he had restocked with Peppy Colas. He couldn't believe that the old thing still worked. Freddie turned off the shower then headed down the stairs. The shower had reminded him of Sam. Getting a little excited for his daily dose of Puckett nudity, he headed to his next class to meet his spunky best buddy.

**…**


	27. Chapter 27

**Ch. 27**

**…**

Due to poor quiz scores from last week, Ackerman was lecturing about lifestyle choices once again in Sex Ed class. Freddie and Sam, who had found her ranting annoying last week, were both actually paying attention. She was back on the subject of her friend-with-benefits in college. Her goal was to get her students comfortable with their bodies sexually, and for Ackerman, the way she had got comfortable was to get a friend and go for it.

"I'm surprised she's allowed to tell us this stuff," Freddie whispered to Sam as they sat quietly in the back row.

"Well, if they can let us read this ridiculous book, then I don't see why she can't talk about what's in it," Sam said, motioning towards Freddie's text book. She hadn't bothered to bring hers to class.

"I guess so, but this curriculum is way more than the state requires them to teach us. It's just weird because we're all still minors," Freddie said stretching his arms as he yawned.

"Not for long!" Sam said, sounding excited and hopping up and down in her seat.

"Your birthday's not till April," Freddie said chuckling.

"Yeah, and yours is in February and that puts us a whole lot closer to being 18 than these nubs," she said gesturing to the rest of the class.

"Ok, I see your point," Freddie said.

Ackerman had moved onto the subject of marriage, giving statistics they'd already heard stating that 50% of marriages in the United States end in divorce these days. Sam immediately tuned out and set her head on her desk, deciding now would be a great time to fall asleep. She didn't want to think about divorce at the moment.

Freddie didn't mind listening to the teacher talk about different types of marriages or living styles, but he eventually dozed off too, around the time she started talking about how gays should be allowed to marry just like straight people.

"Puckett!" the teacher called out a few minutes later. Freddie and Sam both woke up with a start. "Are you sleeping in my class?"

"What? Um, no, I was just… um, tying my shoe," Sam lied badly. "Don't let me catch you snoozing again or its detention!" The bell rang and Sam stormed out of the room followed closely by Freddie.

"Why does every teacher in this school hate me!" Sam yelled as she stomped off towards the gym.

"That was totally unfair," Freddie said. "I was asleep too and I'm pretty sure a few other kids were—"

"What?" Sam cut in chuckling. "Perfect little Freddie Benson, sleeping in class?" Sam said poking fun at her friend.

"I got bored of listening to her political views," Freddie admitted. "Teaching us about sex is one thing, but she's trying to influence the way we're going to vote someday."

"What a wazbag," Sam said making Freddie laugh.

"So is a skunkbag worse than a wazbag?" Freddie asked still laughing.

"Hmm, technically yes," Sam responded, "but I view them on equal footing."

"See you in a few minutes," Freddie said entering the locker room as Sam went to the gym.

When Freddie entered the gym, the teacher had opened the door to the weight room. The other kids were filing in but Sam had waited for him so they could enter together.

"The custodians were still cleaning the weight room last week, and that's the only reason we weren't in here last week," their teacher explained passing out clipboards. "Get in pairs or groups of three and perform two sets of each lift. Instructions are by the weights. We will be in here every Monday and Wednesday. As you reach each rep goal, move up to the next weight the following session. I'll be around if there are any questions."

Freddie and Sam shared a clipboard and formed a group of two. "I've never used anything like this before," Freddie said, lying back in a leg press machine.

"The starting weight is 200 pounds," Sam said, helping him set the weight. Freddie pumped 20 reps without breaking a sweat.

"Wow, that was easy," Freddie said getting up.

"It should be," Sam said trading places with him. "You'll move up to 210 on Wednesday," she said. Sam took her turn and pumped 20 reps as well, though she struggled towards the end. "What do you want to do next?" Sam asked. Freddie shrugged and they wandered around the room for a minute.

They moved over a bench press. "I'll start," Sam said, setting the weights to 50 pounds. Freddie spotted her while she pumped the weights, getting 10 presses completed easily. Freddie had a bit of a struggle however with the bench press. He could only do 9 reps.

"Geez, that is tough," he said as Sam helped him set the bar back in its holder.

"Don't sweat it dude," she said, pointing to a freshmen who was struggle with his 4th press at the other bench. "You'll get it next time."

Freddie and Sam went from machine to machine checking off the minimum weights for each one as they did so. Freddie between the two of them, they only failed to meet the minimums of three different lifts, which was not a big deal since they would just try again next time.

After Class.

"What did you think of weight lifting?" Sam asked as they went to the lockers.

"I actually really liked it," Freddie said. "It's going to be really cool to track our progress the rest of the year.

"I liked it too," Sam said sitting on the changing bench to actually untie her shoes instead of just kicking them off like normal. "Hey, Freddie, can I ask you something?" Sam asked removing her socks too.

"Sure, Sam, what's up?" he asked sitting beside her and throwing his shirt in the bottom of his locker.

"I… well… I just wanted to make sure we are, like… still cool, you know, after what we did over the weekend," she said also pulling her shirt off.

"Yeah, we're cool," Freddie said, standing up sliding his pants and boxers off. "I loved it! What we did was awesome, Sam… You don't feel weird about it, do you? Cuz I'd totally understand if you did."

"No, Freddie, that's just it," she said, now also totally naked. "What we're doing here… this isn't normal… but it doesn't bother me and it doesn't bother you either," she said. "We are so comfortable around each other that we don't hesitate to take our clothes off," she said standing up as well. "And we masturbated together, side-by-side, twice. Normal friends don't behave like this, Freddie… we're more than just friends."

"Yeah, you're right," Freddie said as they headed towards the showers. "It's kinda like what Ackerman has been talking about."

"Friends-with-benefits," Sam finished. "Yeah, I know." They both turned on their shower heads and began to wash their hair.

"Well, 'benefits' is sort of differently defined for us though, since really all we've done is look at each other and touch ourselves… well, and kiss too. You're still an amazing kisser, Sam," Freddie said, making Sam grin. "But yeah, I guess you could say we're friends-with-benefits," he said smiling. "I like the way that sounds."

"Awesome," Sam said lathering her legs and body. "I'm just glad we are on the same page… so, do you want to do that again sometime?

"Definitely," he said as he washed his body. "You, uh… wanna do it now?" His cock was aching for some attention.

Sam felt a chill run through her body when he made the suggestion. "I… yeah," she said. Still covered in soap, Sam approached Freddie. "Do you, uh… may I kiss you again," she said wishing she didn't feel the need to ask.

Freddie approached Sam, also still quite soapy. He smiled, meeting her halfway between their running showers, and planted a kiss right on her lips, making Sam melt into his arms. She was more than willing to press her body up against his as she once again nibbled on his lips.

Pulling her into a hug, Freddie ran his nails on her back as he gave her lips a gentle bite as well. His hands ran up and down her back… and arms… and then stopped at the front of her shoulders. Not knowing if he was allowed to touch them, he rested his hands above her breasts as he sucked her lower lip.

Sam seemed to read his mind, and really wanted him to touch them. She reached up and grabbed his wrists, guiding them down the last few remaining inches until he made contact. "It's okay, Freddie," she smirked. "You can touch them."

Smiling from ear to ear, Freddie gave her breasts a gentle squeeze, causing Sam to gasp ever so softly. He used his thumbs to flick her soapy nipples which created a slightly louder gasp. 'Awesome!' He thought. This of course was the first time he'd actually grabbed a girl's boobs.

Sam could feel Freddie throbbing erection now touching her thigh. "Oh, Freddie," Sam said, reaching down and touching herself. "Oh, Freddie… oh, oh God. Due to the erotic situation, the soapy lubrication, his hands on her breasts, her hand on her clit, and his cock on her thigh, Sam quickly reached a climax. She rubbed herself and kissed Freddie, moaning into the kiss.

After she was done spasming Freddie reached down and took his cock into his own hand. He was standing now slightly to the side of her so he had room to move his hand up and down his cock. With soap and water acting as a lubricant, Freddie began to grunt almost immediately.

"Sam, you are so amazing!" Freddie said, thrusting slowly, touching himself with one hand and holding her in a half hug with the other.

"F…Freddie?" Sam asked still touching herself with one hand and holding him close with her other one. "How far are you willing to go?" she said wanting to please him.

"I guess as long as you're comfortable Sam it doesn't matter to me," he said. "Is it okay if I touch you here too?" he asked moving his hand down to her ass.

"Of course," she said with a smirk. She gathered some courage, ready to cross yet another line of intimacy. Using his own words, she said "Is it okay if I touch you… here too?" she asked, removing her hand from her couch and gently grabbing his dick. Freddie bucked his hips in surprise.

"Oh my God, yes!" he answered. "Are you sure you're okay with this?"

Imitating how she had seen him please himself, Sam moved her hand up and down his shaft. "I'm sure, Freddie," Sam said. "If we're going to be friends-with-benefits then I want to be the one pleasing you," she said. Still rubbing his cock, she leaned into him and bit his neck seductively. Freddie moaned loudly, pulling her into a loving embrace as he gently thrusted into her hand. Getting a rhythm going, Sam kept her hand tight as Freddie started humping her hand at a steady pace. He put one hand on her ass and the other hand around her wrist that he was using to please him. He kept the pace slow.

"Oh my God, Sam! He almost shouted. "You feel… so… good… You're gonna make me cum so fast," he warned, speeding up just a little.

"Then cum, Freddie," she ordered, whispering into his ear. "Cum for me. Cum in my hand, baby."

"Grrr… oh. Oh! Saaam!" Freddie said still thrusting but pulling her into another side hug. His cum shot out beside her, landing mostly on the floor.

"Holy chiz, Freddie, that was so hot," Sam said, letting go of his cock and pulling him into a full hug. His dick was up against her thigh again.

"Wow, Sam… thank you," Freddie said, wanting to collapse from the pleasure. "I… how can I… what can I do for you?" he asked, wanting very badly to please her like she had just pleased him.

"Oh, you don't have to do anything, Freddie," Sam said. "I actually already came a little… but if you want to, I'll let you get me off tomorrow."

Freddie panted as they finally broke their embrace. "That sounds amazing, Sam," he said, returning to his shower to finally get the soap off.

Sam did the same and then shut her water off. "Come on," Sam said, grabbing him by the wrist and leading him to the lockers. "Carly is probably waiting on us again…"

**…**


	28. Chapter 28

**Ch. 28**

**…**

"We got behind from reviewing on Monday," Mrs. Ackerman said jumping right into class when the bell rang. "We're going to have a quick discussion day this week. Please turn to the discussion questions for chapter three and discuss number one with your partners. You have five minutes."

Sam was a little bummed that discussion was cut short. She really liked talking with Freddie and wished she could have had the whole period… until she read the questions.

"These questions are all dumb," she said. "What makes males and females different? Duh… Why do you think men have nipples?"

"Yeah, I know," Freddie said. "I was looking forward to sharing my opinions with you again… but this chapter is on anatomy."

"Why do you have nipples anyway?" Sam asked. She'd never thought about it.

"I don't know," Freddie said laughing.

"Well, we only have time for one question anyway," Sam said looking back at the first question.

It read: What is circumcision? Do you agree or disagree with its practice?

"I know what circumcision is," Sam said. "But I actually don't know what it looks like," Sam said, trying to find a comparison.

"Here's a picture," Freddie said turning his book towards her. There were two diagrams of male genitalia. One with a flap of skin on the penis partially covering the head and the other without a flap at all.

"Oh," Sam whispered. "So you are circumcised then," she sniggered. Freddie looked around quickly to make sure no one heard.

"Shh," he muttered. Sam just laughed.

"So, what do you think about it?" Sam asked, laughing at how bad the question was.

"Well, it says here that an uncircumcised penis is a little more difficult to keep clean," he said. "So, yeah, I guess it's a good idea."

"I guess so," Sam said. She quite liked the way his penis looked and couldn't imagine it like the one in the diagram.

"Of all these questions, I wonder why she only wanted us to answer this one." Freddie said.

"Okay, class, it's time to move on," the teacher said passing out some papers before Sam could respond. "If you haven't already guessed, this chapter is about anatomy. You will be expected to label all the parts on these diagrams for your quiz on Friday. I recommend using the rest of your time today to fill out this worksheet and study it."

One side of the worksheet had two sets of male genitalia on it. One set was a cross-section and both diagrams had lines pointing to parts. "I guess we have to label the parts," Freddie said, turning a few pages before the find the same diagram in his book. We had a little grossed out looking at the inside of a penis.

Sam and Freddie worked as a team to fill out the worksheet, getting it done quickly. The other side had a front view of the female genitalia as well as a cross section of her internal sexual organs. Sam had to correct Freddie twice when labeling the front view. He kept labeling things wrong.

**…**


	29. Chapter 29

**Ch. 29**

**…**

"Good job out there," Sam said as then entered their locker room after a heavy workout.

"You too," Freddie said. "Nice home run by the way."

"Thanks," she said pulling her shirt off.

"We better not be late again today or Carly will get mad," Freddie said, removing his shoes and socks.

"You're right," she said taking her bra off and showing off her breasts. "I guess you're just going to have to look today. As he watched her remove the rest of her sweaty clothing, a plan formed in his mind.

Freddie wanted to surprise her. Once they were in the showers, Freddie soaped up and waited till she had shampoo in her hair. Her eyes were closed because she was rinsing it out. He snuck up behind her and bit her neck, caressing her breasts from behind.

"Holy, chiz! Geez, Freddie you st…startled me," she said, liking the contact. She started to grind her ass slowly against his dick while he kissed her neck. Her crotch began to ache for him, but they just didn't have time. "Freddie, we shouldn't today… Carly…" she said, wanting more.

"If you say so," he said, his right hand wandering down her front till it stopped just touching her pubic hair. "I guess you'll have to wait then," he said placing his hand over her clit just briefly, then returning to his shower.

"God, Freddie, you're such a tease," Sam said putting her hand on her crotch where his hand had just been. She gave herself a few more rubs just to release some tension.

Freddie smirked. "I just wanted to remind you that it's' your turn for me to touch you," he said.

They finished their showers and got dressed. Just as they were ready to leave the locker room, they both got a text form Carly. "Carly says she's going to go to art club after all today," Sam smiled. "I think she's trying to get to know that Chad guy."

"Yeah, I got that text too… so, I guess we have to wait for her to take us home," Freddie said.

"Well, we could just stay here," she suggested, wanted to get fingered on the wrestling mat.

"Actually, I've got some homework to do and I know a much better place to get it done," he said totally oblivious, his mind now off of sex.

"Oh, well, okay," Sam said, slightly disappointed. "I guess I should study too."

"You're actually going to study?" Freddie asked as they got their things from their regular lockers and he lead the way to his backstage loft.

"I have to pass all my classes this year or I don't graduate," Sam explained. "I guess you could say I care a little more this year… why are we going the auditorium?" she asked, thinking that a locker room with a bed was a much better place to study (or get finger fucked) than an auditorium.

"You'll see," Freddie said, using his master key to get in. He led her up on stage and exited stage left.

"Freddie, where are we going?" Sam asked, not sure why he was taking her backstage.

"Up here," Freddie said climbing the stairs to his loft. Confused but intrigued, Sam followed him. Halfway up the stairs, Freddie hopped the rail and walked the metal beam over to the hidden room.

"I didn't know there was a room up there," Sam said now able to see the door.

"Well, you've got your secret room…" Freddie said as they got on the ledge and he opened the door with his key, "and I've got mine," he finished throwing the door open and entering with Sam right behind him.

"Woah!" Sam said seeing the bed mattress, the couch, the TV, and the fridge for the first time. She went straight for the fridge… off of instinct. "This is where those sodas came from on Friday," she deduced. Freddie nodded.

"Yeah, I go up here most days during tech theater if I'm not working on a project," he explained. "Sometimes I sleep or watch the TV but usually I do my homework," he explained.

Wanting to explore the rest of the room Sam made her way to the doorway in the back of the room, discovering the old shower, toilet, and sink. "It's like someone lived here," she said.

"My guess is an old theater instructor years ago who couldn't afford an apartment," Freddie said sitting on the couch, propping his feet up slightly on the mattress in front of the couch. Having seen Sam's blankets on her wrestling mat in the locker room, Freddie had also equipped his old mattress with a few blankets, making it a nice place to sleep during 5th period if needed.

Sam laid down on her stomach on the mattress just in front of Freddie's feet and they both got out their homework. On his laptop, Freddie typed up an English paper while Sam did some math.

After about 20 minutes, Sam put her book away. She'd finished the math assignment and didn't really feel like studying anything else, so she turned over, sat up, and started poking Freddie's feet.

"What's up?" Freddie asked, typing away.

"I'm bored," Sam said, laying on her back, propping her feet up on the couch beside Freddie.

"I'm almost done with this paper," Freddie said. "But I have other things I should probably study."

"You should probably study for the anatomy quiz on Friday," Sam said, now poking his knee with her big toe through colorfully striped toe socks. She'd tossed her shoes aside when she laid down.

"Yeah, maybe," Freddie said finishing the paper. "Did you want to study that together?" he asked, getting out a blank copy of the diagrams.

"Actually, that's exactly what I wanted to do…" Sam said unbuttoning and unzipping her jeans. "But we won't be needing the diagrams." Sticking her thumbs inside the lining of her jeans and panties, she pulled them off in one swift motion. This took Freddie quite by surprise. Sam scooted more in front of him and moved one leg over to his other side, spreading her legs in the process. "So, Freddie," Sam said with a smirk on her back in front of him, "Let's get to studying… touch my labia majora," she instructed, using the terms from their sheet.

Still on the couch he leaned forward with a silly grin and touched her outer lips for the first time. "You want me to touch you here?" he said mischievously.

"That's correct," she said, mocking their teacher's voice. "Great job, Freddie. Now, the labia minora," she said biting her lip. A shiver ran through her body as Freddie slid two fingers inward to touch her inner lips.

"Those would be right here," he said running his fingers on her.

"Touch my clitoris," she said dropping the teacher act. She knew this wasn't actually studying… Freddie, however, looked a little lost. "Umm… its…" he put his fingers a little too low, almost inside her. The black and white diagram from class had not been very clear.

Sam just kindly grabbed him by the wrist and pulled him closer. He was now on his knees on the mattress too between her and the couch. "This is my clit, Freddie," Sam told him, placing his fingers right on it. "You touched me here earlier, you just didn't realize." she said. Freddie moved his fingers slightly causing Sam's body to hitch.

"Does that bother you?" Freddie asked, pulling his hand away.

"No!" Sam said, grabbing his wrist and pulling him close again. "No, Freddie I like that. Rub me there," she instructed. He'd seen her touch herself before but hadn't quite known what she was doing. Usually she'd put her fingers inside her vagina and naïve Freddie figured that was the only place it felt good.

Not sure what he was doing, Freddie used two fingers and gently rubbed her clit in circles. Sam immediately responded with a hip thrust or two and a soft moan. "Oh, God Freddie, you're good at that." Sam said. "You know how your penis has a head?" she posed. "Well, my clit is sort of like you're head. It's sensitive…" she explained. It had been clear to her in class that he didn't even know what a clitoris was, even after labeling one. But she was patient with her naïve friend.

"Oh, it's like my head?" Freddie asked. Thinking of how he pleased himself, Freddie licked his fingers, getting them quite wet with saliva and then returned them to her clit, rubbing circles just a little faster than before.

Sam began to buck her hips again. "Woah! You sure you've never done this before? You're really g…good at it," Sam said letting out a few more moans and arching her back.

"Yeah," he said smiling. He felt like such a man watching Sam moan and grind against his hand. "I didn't realize your, um… pleasure… came from out here," he said, moving his fingers downward a little. "I thought it was more like here… actually in your vagina," he said, now sliding his index finger inside her wet pussy. Sam's eyes widened as she let out a small gasp.

"Oh fuck!" she said. "I… yeah, that feels pretty good too."

Freddie moved his finger in and out a few times, watching Sam's face as he did so. He was acting the way he did on defense when he played basketball… watching his opponent's eyes and respond to their actions. He switched to his middle finger instead, realizing he could go a little deeper with it. "We're not studying for the quiz anymore, are we," Freddie said now focusing on pleasing Sam.

"We never were," she smiled. "Hey, Freddie, let me teach you something else," Sam smiled. "Turn your hand over, like this," she said, putting her hand palm up. Freddie turned his middle finger over inside her. "Okay, now move your finger like this… like you're telling someone to come here," she said doing the motion.

"Like this?" he said, imitating her.

She gasped arching her back even more. "Y... yeah," she said. "Oh, Freddie… oh, Freddie," she moaned. Still wearing her bright toe socks, her legs were on the couch on either side of him. "Oh, don't stop!" she begged grinding against his finger.

He continued to move his finger as instructed, loving every second of Sam's pleasure. Wanting to do even more for her, he licked two fingers on his other hand and began to once again rub circles on her clit while he continued to finger her.

"Freddie I'm.. I'm going to… Oh! Oh! Oh!" Sam grabbed both of his wrists holding his hands in place as she spasmed uncontrollably. She tightened her legs around his finger as the walls of her vagina tightened as well. After a moment her body hitched a second time. Freddie felt a small burst of wetness as she tightened once again and she fell limp before him.

"Oh, wow," she said, slowly pulling his hands away before letting go of his wrists. "That was amazing, Freddie." Having only ever been pleased by herself, allowing Freddie to finger her had been quite the experience for Sam.

"I'm glad I was a part of it," Freddie smiled, looking down on her with pride. Sam closed her legs, turning onto her side. Without even really thinking about it, Freddie moved forward and spooned with her, neither caring that Sam was naked from the waist down except for her adorable socks.

"You're my best friend," Sam said, repeating her words from the day before. "I… don't want this to sound weird… but I love you Freddie," Sam said rolling over to face him. "No matter what's happens between us, I want you to know that I will always care deeply for you."

"I love you too, Sam," Freddie smiled. "It makes me so happy to call you my best friend… and my friend-with-benefits too," he added.

Sam smiled, kissing him on the cheek. "Do you think you could help me study for the male part of our quiz?" Sam teased, grabbing his cock playfully though his jeans.

"Hmm, you know I would," he smiled. "But it will have to wait till tomorrow… we really don't have time now," he said, checking his phone for the time. "Art club will be done in about… well, it should be over now," he said, sitting up.

"You think I should put my pants back on?" Sam giggled, reaching for her panties. "Personally, I like you either way, but yeah, you probably should," he joked.

Once she got dressed again, they crossed back to the stairs, ready to go meet Carly.

**…**


	30. Chapter 30

**Ch. 30**

**…**

"You never told me if you asked out Chad yet," Sam said to Carly as she climbed into the back seat of Freddie's car the following morning.

"Well, I haven't," Carly said looking at her feet. "We, uh… I flirted with him yesterday though," Carly said. "I don't know what it is about him, but I just get so shy when I try to talk to him."

"What do you talk about with him?" Freddie asked, making a right turn as they headed for the school.

"Oh, just art stuff," Carly said. "I showed him a mug I made last week."

"And?" Sam asked.

"Well, he liked it and I asked to see some things he's done," Carly continued. "Chad made this awesome drawing of… well, there's a box, but its sides are all, like, sideways," Carly said, struggling to describe the abstract painting. "Well, it looked really cool anyway," Carly finished in a huff.

"So what's the problem?" Sam asked, wanting to help Carly make a move. "Just make him buy you a smoothie and talk about ducks or something. Voila! A date!"

Freddie parked the car and the trio piled out. "It's not that easy with Chad," Carly said noticing none other than the president of the art club himself also leaving the parking lot with his friends. They were about 20 feet ahead of the iCarlys. "Oh my gosh, he's right there," Carly said, slowing down.

"Don't you just wish you could know if he liked you or not?" Freddie asked.

"Well, yeah, but I can't just ask him." Carly said acting just a little too frantic for the situation. "He'll think I'm desperate or weird… and what if he doesn't like me back! That would be so embarrassing."

"Just chill, ok?" Sam said. "I'll make sure you don't sound desperate." Before Carly knew what Sam was up to, she'd ran ahead and caught up with Chad. As she began to talk to him, his friends left Chad behind so it was just him and Sam talking.

"Sam no! Oh, God!" Carly said, grabbing Freddie and pulling him back to his car. She attempted to hide behind the car while Sam talked to her crush. "What is she doing!" Carly eeped. Freddie was laughing his face off.

"At least you'll get your answer, right?" he chuckled. Sam had turned and was pointing at Carly. Chad looked over too to see Freddie standing awkwardly by his car while Carly crouched even more awkwardly behind him, attempting to hide. This plan obviously wasn't working, so she took a deep breath raising her charisma +2 (RP anyone?) and flicked her neck, tossing her hair out of her face in the sexiest way she could manage. She followed her move with a little wave and a smile towards chad. Chad waved back with a smile, proving she passed her charisma check. He then continued to talk to Sam.

"I wish I could hear what they are saying," Carly said, watching Chad smile again then say goodbye. He caught up to his friends as Sam ran back to Carly.

"You missed it. We broke the 4th wall again while you were gone," Carly said, referring to that charisma thing. Sam gave Carly a funny look. "What did you say to him!" Carly cried both excited and scared.

"Chill, cupcake," Sam said, staying out of swinging distance of Carly. Carly would never actually hit her… but it didn't hurt to be extra safe. "I told him 'Hey, man. Can I ask you something… alone…' and then his friends left." Sam added. "Then I said, 'She didn't actually say anything to me, but I think my friend likes you. What do you think of her?' And he was all like, 'Who are you talking about?' So I pointed at you... and he was all like 'Oh, you mean Carly Shay? Yeah, she's really cool.' So, just to be clear, I asked him. 'Would you go on a date with her?'…"

"And?" Carly asked, now very anxious even though Sam had done a great job not making Carly sound desperate at all.

"And…" Sam continued, "Well, actually, I'd rather not tell you the rest because I don't want to ruin the surprise. Let's just say, I think you'll be having some fun this weekend," Sam said, leaving still a hint of mystery yet, at the same time, blatantly revealing that he was into Carly.

"Holy chiz, Sam, you're amazing!" Carly said, pulling her into a hug.

"He seems like a great guy," Sam said. "I didn't want you to miss a chance at a great relationship just cuz you were too… too afraid to say something to him," Sam finished after just a slight stutter, glancing at Freddie as she finished her thought.

Freddie and Carly chatted a bit as the trio walked into the school, but Sam was stuck in her own thoughts. Recently, when she thought about Freddie, she usually thought of an amazing friend who she liked to fool around with… but from time to time, she imagined more.

All I could think about in chapter 2 was how badly I wanted to be in a loving, sexual dating relationship Sam thought, only slightly breaking the 4th wall yet again. Would Freddie ever want to date me again? Probably not. I blew it… I was too mean to him… too crazy. It doesn't matter that I've mellowed out. If he wanted me, he'd ask right?

Or maybe this benefits thing is exactly what I wanted. Maybe I don't even want a dating relationship anyway; maybe I was just ready for sex with someone I trust. Freddie and I have an awesome relationship… just not a dating one. All I know is that I don't want to do anything that could jeopardize this relationship.

By the time the first bell rang, Sam had convinced herself that she didn't want to date Freddie, that their relationship was perfect as it is… but there was still a hint of doubt. She just ignored it.

**…**


	31. Chapter 31

**Ch. 31**

**…**

"I'm not sure Ackerman realizes how ironically funny putting this stuff of flash cards actually is," Sam chuckled as she and Freddie went through their anatomy quiz info on flash cards together at the end of 6th period.

"I don't get it," said naïve little Freddie. Sam rolled her eyes.

"Really? Well, if I were to flash you, Freddie," Sam said suggestively yet quietly, "I would be quickly showing you my tits or crotch," Sam explained, feeling silly that she even needed to explain the pun. "And these flash cards have pictures of crotches on them… crotches that are shown quickly, for the purpose of studying."

"Oh," Freddie laughed. "Flashing flash cards… I get it. Yeah, that is funny."

"Well, it's not as funny if I have to explain it," she said teasing him.

"Hey, just cuz my mind isn't in the gutter all the time like yours doesn't mean I don't think dirty sometimes, Sam," Freddie said in a hushed voice.

Sam smiled, knowing full well how dirty he could be.

Just then the bell rang.

"Finally!" Freddie said, standing up and heading for the gym. "You ready to lift weights again?" he asked, ready to set the bar a little higher.

"Oh yeah, I forgot that we're doing weight lifting, like, twice a week," Sam said as they approached the gym.

"I'll meet you over there once I get changed," he said. Sam, once again, was still in her shorts from dance class and did not need the change.

Three minutes later, Freddie joined Sam in the weight room; she already found their clipboard with their numbers from Monday. Their teacher sat in the corner supervising, but not really doing anything. He was a very lazy man…

"So, we're supposed to go up to the next weight for all the lifts we passed last week, and try again on the ones that we failed," Sam reminded Freddie as he picked up some free weights.

"Let's start with arm curls," he said. On Monday they'd only been required to lift 5 pounds, and they could choose to lift anywhere from 6 to 10 pounds today. Not wanting to embarrass himself, he settled for 8 pounds, finishing easily.

"Let mama show you how it's done," Sam said scribbling down an 8 in Freddie's column, handing him the clipboard, and grabbing the 9 pound weights. She too finished easily.

"Nice," he said moving over to the bench press setting it at 50 pounds again.

"You'll get it this time, Freddie," Sam encouraged, remembering that this was one of the few lifts he'd failed on Monday. She stood above his head, spotting the bar just in case while Freddie began to pump iron. "…4… 5… 6….. 7….8…" Sam counted for him.

Freddie was slowing down, but he wasn't going to fail again. Summoning a bit of strength from who knows where, he pushed, giving it his all. "Come on Freddie, you got this… 9… You got this, Freddie, do it!" Sam encouraged. "…10! Nice job, Freddie," Sam said, grabbing the bar and helping him set it in the holder.

"That is really tough," Freddie said standing up while Sam added 5 pounds to each side of the bar. "I didn't think I was going to finish there for a moment."

"I knew you would finish," Sam said proudly. "You ready to get schooled again, Benson?" she taunted playfully. Sam laid down and pumped out 10 reps at 60 pounds, slowing down only slight on the last rep.

"Nice," Freddie said, helping her set the bar as she had for him. They headed for the leg curls and leg press. Sam went first, struggling only slightly having raised the leg press by 20 pounds from her Monday weight and the leg curls by 10 pounds. Freddie raised both by 25 pounds, finishing with no problem.

"You've got me beat in the arms, Puckett," Freddie complemented, moving onto another machine. "But, I've got you in the legs."

"Aren't men supposed to be stronger than women in just about everything?" Sam said, setting up for the shoulder press. "I'm starting to think you're more of a boy than a man, Benson," she teased.

"Come on, Sam," Freddie defended. "I know that you know how much of a man I am." He gave her a wink that sent a shiver down her spine. Sam had to give that one to him. He aroused her and satisfied her very much like a man. Also, she still wasn't sure how big his cock was when he got hard, she was just positive that it was at least 7 inches, maybe more.

After doing their shoulder press, leg extensions, and a few other lifts, they went back into the gym with the others who had finished.

"I can't believe how unstructured this gym class is," Freddie said looking around, trying to decide what he wanted to do.

"Yeah, most days we just play random sports," Sam said. "And on days where we lift or run, he just gives us free time after words.

"So, do you want to play soccer?" Freddie suggested. "Or would you rather head for the showers?"

Sam returned Freddie's wink and headed wordlessly for their locker room. Freddie followed closely behind smiling.

"I really turn you on, don't I?" Freddie bragged, pulling his shirt over his head once they were by their lockers.

"Don't get too cocky, Freddie," Sam teased, patting his cock though his shorts as she said the word 'cocky'. Freddie got a chuckle out of her pun.

"Nice one," he complimented, pulling his shorts off as well while Sam sat and removed her shirt, revealing a black sports bra. "I bet you couldn't go a whole shower without looking at me," he challenged, standing a few feet from her, his erection poking through his boxers just inches away from Sam's face.

"Is that a challenge?" Sam said, looking only briefly at his dick before looking away, realizing that looking was exactly what he wanted. She removed her bra, revealing her breasts, exciting Freddie.

"Yeah, it's a challenge," he said, not even sure why he'd come up with the challenge. "Don't even acknowledge that I'm naked, right next to you. I bet you can't do it," he said, sliding down his boxers revealing his penis.

Before he'd removed his shorts, Sam nonchalantly looked to the side, deciding she was up for the challenge. "Sticking it in my face isn't fair; Freddie, but I'll take that challenge." His cock was at most 8 inches away from her since he was standing, she was sitting, and her new locker was next to his.

Knowing she couldn't resists him, he reached down and rubbed his cock slowly, just waiting for a response… but he got none. Sam slid her pants and panties off in one motion and headed for the shower, appearing to ignore Freddie completely.

She of course couldn't ignore him entirely. Sam was actually extremely horny today and she was getting wet just knowing what he was doing as she walked past him, but she wasn't about to let Freddie win this challenge.

Sam entered the showers, followed closely by Freddie. Sam started up her water, getting soap on her body. He started up his water too, now trying to come up with a better way to get her to look at him. Deciding to act a little more rashly, Freddie, who also had a bit of soap on him now, left his shower and approached Sam, like he had the day before when he surprised her.

She saw him coming out of the corner of her eye, but she washed her legs anyway, allowing him to come up right behind her. "We never actually said, I couldn't touch you," Freddie said, grabbing her ass and then running his hands down the sides of her legs. Sam just lathered her hair, taking no mind to him, yet secretly loving his closeness anyway.

Freddie got even closer, giving her a full hug from behind. His cock was now throbbing against her ass as his hand ventured up to her breasts. Sam arched her back and gasped silently, but still said nothing and did not stop washing her hair as he fondled her soapy boobs, playing with her nipples too.

"I know you want to touch me, Sam," he said, now grinding slowly against her ass, truly not sure what has got into him. "Just reach back and grab my cock. It's okay, really," Freddie teased. Sam was now using every ounce of focus in her to not do just that. As a result, she was now not actually cleaning herself. Instead she was just standing there, allowing him to grope her however he pleased… but she said nothing and did not touch him, meaning she still hadn't lost.

"Well, if you're not going to touch me, Sam, I'll just have to touch you," he said, allowing one hand to leave her chest and trail down past her navel. Sam's breath hitched as he passed her pubic hairs, but still she held still, saying nothing… until he touched her clit.

This was clearly not fair, which was why Sam continued to play along even though she let out a quiet, yet still audible moan of pleasure as he ran circles with his middle finger.

"What was that, Sam?" Freddie teased, hearing the moan. Sam said nothing but instead began to grind up against Freddie, not even realizing she was doing it.

Not quite sure he'd won yet, Freddie traveled down a little farther still and inserted his middle finger into her wet, awaiting pussy. "Oh fuck," Sam whispered.

"I knew you couldn't resist," Freddie said, pushing his finger in a little farther as he continued to rub his dick on her.

"That wa—oh, fuck—wasn't fair," Sam said softly admitting defeat, allowing him to finger her from behind.

"Yeah, but I was right," Freddie said. "I told you to pretend I wasn't even here…"

"Just shut up and finger me, Freddie," Sam said, moaning loudly, no longer trying to stifle her moans. Doing just as he had asked, Sam reached behind her and began to stroke his soapy cock, keeping her grip wet and tight.

"Oh my God, Sam, I love the way you touch me," Freddie said, getting his hips into it a little.

"You're gonna make mama come, baby," Sam said, arching her back once again. Her body shook a little as Freddie sped up.

"You like it when I do this, don't you," he said, finally remembering to curl his finger like she'd shown him the day before.

"Yes!" Sam cried. "Fuck me right there, oh fuck, oh Freddie, oh…" losing control, Sam had to stop stroking him as her whole body shook with pleasure. Freddie kept his finger pushed right on her G spot as she orgasmed, making it difficult for her to stay standing. Noticing that she was going limp and putting all her weight on him, Freddie removed his finger and held her up.

"Freddie, let me sit down," Sam requested. She was actually feeling light headed, he'd fingered her so well. Fulfilling her request, he guided her to the wet shower floor where she leaned against the tile wall out of the stream of water. "Freddie, that was so sexy. You are amazing!" she said, between deep breaths.

Freddie sat too and leaned against the wall beside her. "Always happy to be of service," he replied in a cheesy voice. Sam rolled her eyes. It didn't take long for Sam's light headed feeling to subside; after which, she reached over and grabbed Freddie's cock once more. "Well, hey there," Freddie said, slightly surprised, having figured that she was too stimulated to finish him off.

"I feel like I really owe you after that one," Sam smirked as she played with his balls then stroked his shaft again. "Just relax, okay?"

Freddie did just that by leaning against the shower wall and watching her jack him off. After just about a minute, she had him moaning pretty loudly… but her arm was getting tired.

"Hey, Freddie, this position is making me tired," she said, slowing down. "I know… stand up." He did as he was told, thinking she was going to stand too… but she didn't. Instead Sam repositioned herself in front of him on her knees. She had his cock aimed right at her face and was pumping with her other hand.

Freddie continued to moan once she started up again. "Wow, Sam, you are… really good at… hey, I'm getting close…"

"Good," Sam smirked, excited to finish him. "because I want you to come on my face." Freddie's eyes bugged wide.

"Are you sure?" he asked, not wanting to make her feel uncomfortable.

"Oooh, yeah, Freddie," Sam encouraged, stroking with both hands now. "Come on me. Come on my face…"

"Oh, God, yeah… I'm really close Sam," Freddie informed.

"Come in my mouth, you dirty boy," Sam said still stroking, sending Freddie over the edge.

"Oh, God, yes!" He moaned. He came, letting his cum fly right at her. She stopped stroking him once she realized he was ejaculating and instead held his cock aimed at her opened mouth. The first wave shot a bit far, landing mostly in her hair, but the rest landed on Sam's awaiting tongue or in her mouth.

She smiled, remembering just how much she loved the way he tasted. This was the first time, however, that Freddie was aware she was tasting his cum.

"Oh, God, Sam, that was so hot," Freddie said, also feeling just a bit weak. He stayed standing however as Sam wiped his cum off of his dick and licked her hands clean. "I, um… sorry. I got it in your hair," Freddie smiled, trying not to laugh.

"Oh, Damn. Now I'm going to have to take a shower… oh wait a minute," Sam said sarcastically. They both laughed as Freddie took Sam by the hands and helped her stand up too.

"I hope that didn't, like, taste bad or anything," he said, realizing that she'd not only taken in his jizz, but swallowed it too. This thought sent an involuntary twitch back to his dick.

"Oh, no, it was fine," Sam smiled. "I know this might sound weird, but I actually like how it tasted," she admitted.

"Awesome, cus watching you eat my cum was a major turn on," Freddie said as they both returned to their showers and basically started washing themselves all over again.

"Hey, Freddie?" Sam asked as they finished their showers.

"What's up, Sam?" he replied, drying off.

"You don't feel like all we do it fool around, right?" Sam wondered, hoping that their relationship was still a friendship, and not just the benefits.

"No, silly," Freddie said as they headed for the lockers. "Yeah, we fool around, but you're my friend first, Sam. You are not just some girl to fool around with… you're really special. I love you Sam."

Sam grinned as Freddie laid on the mat, ignoring clothes entirely. He had said pretty much exactly what she'd been hoping to hear. "Thanks, Freddie. I love you too, buddy." Sam's phone dang so she checked it. It was a text from Carly.

OMG! Thank you so much, Sam! Chad asked if I wanted to get a smoothie after school. I'll be home by 8 to plan iCarly… and I won't be late again, I promise.

"Chad asked Carly out," Sam smiled, joining Freddie on the mat. "They are going to the Groovie Smoothie after school. She gave Freddie a sideways hug and cuddled up next to him, both still naked.

"So we don't have to rush out of here after school," Freddie concluded, noticing school was almost over. He reached over and brushed a bit of Sam's hair behind her ear.

They laid there and relaxed, just holding each other. An amazing feeling of relaxation was still pounding though Sam's body and she didn't want to move. Freddie continued to play with her hair, thankful she'd got his jizz out of it… that would be a funny thing to try to explain…

Sam gave Freddie a peck on the cheek, pretending for a moment that he was her boyfriend. "Oh, yeah," Sam said, sitting up. "I have to pick my mom up at the clinic," she said, grabbing clean clothes and getting dressed.

"How are you going to do that?" Freddie asked, sitting up. "You don't have a car."

Sam gave Freddie a puppy dog face; the type of face she'd give to Carly if she wanted a favor. "Will you take me?" she asked, trying to be cute.

Freddie stood up with a grin on his face. "Okay," he said grabbing pants. "We better get going." How could he say no to Sam when she was naked?

**…**


	32. Chapter 32

**Ch. 32**

**…**

When Freddie entered the gym on Thursday, the teacher was already dividing students into four groups. Four goals were set up, two on each side of the gym.

"Benson, group 2," he said, pointing at the group across from Sam's team.

"You're going down, Benson," Sam taunted, expecting to win in floor hockey again. To her surprise however, the teacher did not get hockey equipment from the storage room. He instead returned with soccer balls.

Freddie ended up guarding Sam and they quickly found out that he was better than she was. Even though Sam pushed Freddie around the whole time, he usually managed to take the ball from her without pushing back.

By the end, they both ended up very sweaty and Freddie's team was ahead by two goals.

"Soccer is just hockey without sticks," Sam complained as they entered their locker room after an invigorating workout.

"Well, it looks like you're no good without a stick, Puckett," Freddie teased. Sam punched him in the chest.

"Hey!" he said, rubbing his shirt. It hadn't hurt that bad, but Freddie would never tell that to Sam. He knew she was holding back and if he said her hits didn't hurt anymore she would bring the heat.

Sam just laughed as she headed, it seemed, for the toilets, which were near the showers. She pulled off her shirt, tossing it at her locker, and unclasped her bra before she even got there.

Freddie pulled off all of his clothes and tucked his towel around his waist. There was a red spot on his chest where Sam had hit him, but he didn't really care. As he headed to the showers, Sam was lying in wait.

After dance class, Sam had taken her extra towel and gotten it damp. She was just feeling mischievous and she knew that whipping someone with a wet towel was actually sort of painful.

Freddie rounded the corner and Sam pounced, whipping him in the stomach with the damp cloth. "Woah! Sam what are you… hey!" he said, dodging a second attack. It didn't hurt that bad, but he needed to defend himself.

Having nothing on hand, Freddie removed the towel from around his waist and whipped back. He felt that Sam had an advantage, because she still had on her bra and panties while he was now completely naked, though her bra was unclasped, allowing her breasts to have some breathing room. Freddie wasn't really thinking about any of that though; he was busy defending himself.

Sam laughed as he backed up, trying to block her blows with his dry towel. He couldn't attack back since his towel wasn't wet; dry towels don't whip very well. "Sam, don't make me tackle you," he said somewhat jokingly as she backed him up over the mat. They were both laughing as Sam whipped two more times. "Sam this is silly… this is your last warning!" Sam had Freddie backed up against the lockers.

"What are you going to do, Benson," Sam said with a smirk. "You're not going to actually tackle a gi—ah!" Sam yelped, as Freddie dropped his towel and lunged at her. Sam whipped once more but Freddie grabbed the towel and yanked it out of her hands. "Freddie, what are you going to—" Sam was cut off again as he grabbed her around the arms and wrestled her to the ground on the mat. Her bra straps fell off of her shoulders as he brought her to the ground, exposing her breasts fully. They were right up in Freddie's face.

Sam's mind was running wild. She had not been thinking about Freddie sexually at all… It had only been her intention to tease him. She hadn't expected him to end up on top of her like this. Her surprise had betrayed her, for she could have easily wrestled Freddie and gotten on top. She was now, however, pinned. Freddie was sitting on Sam's thighs with his firm dick resting just below her belly button. His hands kept her wrists pinned down on the mat above her head. Her bra was still around one arm up by their hands.

"I warned you, Puckett, "Freddie laughed, getting a good look at her tits. Sam struggled so he put all his weight on her; his chest was now pressed against her breasts. She was sure to get free unless Freddie played a card he always kept up his sleeve. See, Sam Puckett was VERY ticklish. Freddie never dared tickle her for fear of retribution, but a wrestling match is exactly the time to play that sort of wildcard.

Sam pulled her hands free of Freddie's grasp and was about the easily turn them over to pin Freddie. Just before she got the chance however, Freddie grabbed her sides and tickled.

"No one messes with Freddie Benson!" he called out still being silly.

"He he he he, Freddie, no! He he ha ha," Sam melted to his touch, completely losing control as she giggled. She tried to tickle back, losing her bra completely in the process, but wasn't doing a very good job. "P…please, stop! I'll stop, I'll stop! You win!" she laughed. Sam actually didn't mind being tickled that much, it was just losing control that she wasn't used to. Freddie had won this one fair and square, so she conceded.

Freddie stopped his attacks as they both laughed. Sam reached around him and gave him a hug. Freddie was collapsed on top of her but still recognized the hug. His head was actually beside hers near her ear they were so close. He was too busy laughing to get up.

"Oh my God, that was hilarious," she said still giggling.

"It wasn't exactly fair," he exclaimed. "I'm not wearing… anything…at all…" Freddie's cock twitched, getting stiffer. It was as if his brain suddenly realized he was naked and on top of Sam, who was almost naked as well. Sam seemed too have just fully realized this as well, feeling his stiff cock through her panties. She bit her lip as Freddie lifted and turned his head so that they were facing each other.

They had never been this close… not in this way. Their genitals were basically touching, apart from Sam' panties which were very thin. Feeling the awkwardness setting in, Freddie slowly began to stand up, but Sam kept her arms locked around him, refusing to let him stand. He looked back into her eyes; he could sense her longing for him… It may just be his imagination, but Sam was definitely giving him a look of longing…

"Sam, I—" Freddie was cut off by Sam's lips crashing into his. He was shocked at first, not expecting a kiss, but he quickly gave into his baser instincts and kissed back. As instinct took over, he slowly thrusted his hips, causing his dick to rub against her clit through the material. Sam bucked her hips, causing Freddie to buck as well.

Craving his contact, she reached down and pulled her panties off too, leaving them barely on down around her ankle. They began to rub up against each other again once she had them off. The base of his cock was rubbing up against her clit while his shaft was closer to her entrance. Freddie picked up the pace as he sucked on her lip. He then trailed kisses down her neck, just as he had when they dated. Sam arched her back, wishing more than anything for him to be inside of her… What the fuck? Sam thought, bringing her thoughts back to reality. This is what she had wanted for weeks… but she wasn't ready for intercourse… not yet. Sam pushed Freddie away, causing his to stop humping her.

"Oh… oh my God, Sam, I'm so sorry," he said, thinking he'd made a mistake. He was sure that he'd crossed a line and he'd gotten too close to actually having sex… something she clearly wasn't ready for. "I… I don't know what came over me."

"Freddie, no!" she said, pulling him in for another hug… a hug without humping. "I… I loved it. We just have to stop. We, uh… I don't have birth control."

Freddie gulped. He really had been about to fuck Sam. So what if it would have been his first time. It's not like he hadn't thought about it often… it's not like she didn't care for him. It's not like they hadn't come really close quite a few times already.

"Oh, right," he said, rolling off of her and lying beside her. "I… don't have condoms either."

"Look, Freddie, I'm sorry I wasn't prepared. I don't want this to be weird, okay. I care way too much about you to let this get weird," Sam said turning on her side towards him.

"So, now what?" Freddie asked. "Do you want me to get some condoms so we can… you know… do this some other time? Or do you just wanna pretend this didn't happen and go back to just hands?"

"I don't know about either of those things, but I know something I'd like to do right now…" Sam said getting an idea. It was actually an idea she'd almost done the day before, but she hadn't followed through. "Hey, Freddie, do you want me to suck your cock? You know, just as friends…" Sam giggled, remembering that she'd though those exact words about a week ago… only at the time, she'd been joking with herself.

Freddie couldn't believe his ears. "You… you actually want to…"

"I guess we could just pretend this didn't happen, if you really want to," Sam said, sitting up. "But I don't know if I really want that."

"Holy, chiz, no! I mean yes! You.. um, you can suck it," he said. Sam already had her hand around the base of his cock. She gave it a slow stroke, causing Freddie to buck his hips again.

Sam got on her knees beside him as he laid on his back. Bending down, she gave his dick a lick, starting at his base and ending at his tip. She licked the tip of his cock a few times before putting his head in her mouth completely. Freddie gasped as he felt the warmth of Sam's mouth and the wetness of her saliva on his throbbing, 8 inch cock.

Sam decided in that moment that her daydreams of dating Freddie once again were just silly. She had a great thing going with her best friend, and she was gonna show him just how great of a friend she was to him. She would be the kind of friend who deserved his love; the kind of friend that he will want to be friends with forever, with or without a sexual aspect to their relationship…

"Do you like that?" Sam asked. She bobbed her head up and down a few times, causing her tongue to slide over his head.

"Oh my God, Sam!" Freddie moaned, grabbing her ass and squeezing. "I… oh my God!" Loving the taste of his pre-cum, Sam bobbed her head more quickly, making him moan. "Sam. Oh, fuuuck. Oh Sammy," he called, bucking his hips, plunging deep into her mouth. Well… deep but not too deep. He didn't want to choke her. Usually, Sam thought it was hilarious when Freddie cussed, but when they were like this, it was the sexiest thing ever. Feeling the wetness at her core growing, she picked up the pace, wanting nothing more than to satisfy Freddie.

It was a dream come true, for both of them really. Freddie had imagined Sam's pretty face many times while pleasuring himself in bed. For Sam, the idea of sucking Freddie's cock was a fantasy that she had entertained often as well.

Sam pulled her head up and stroked his cock hard with her right hand, turning her head to look up at Freddie's face.

"Oh, fuck! Sam, you are so amazing!" Freddie called, thrusting in rhythm with her pumps.

"What else can I do for you, baby?" Sam said stroking a few more times before putting him back in her mouth and sucking gently.

His mind was going at 100 miles per hour. "I wanna see that cute pussy, baby," Freddie requested. Sam was anxious to oblige. Scooting her knees towards his head, Sam laid down on her side half beside him, half on top of him, so that her hips were on the mat by his face but she could still continue to suck his cock.

"I'm all yours, Freddie," Sam said, aiming one knee up in the air revealing her wet pussy. Freddie also turned on his side a bit so Sam had an easier time going down on him. He reached across his body and touched her, feeling her writhe under his touch. Freddie smiled.

"Oh, fuck, Sam," Freddie said, thrusting into her mouth slowly as she bobbed her head to the rhythm. "Oh, God that's good." Freddie decided to put his finger in her. It was quite different from this angle, but Freddie loved that he was so much closer. Sam didn't respond verbally… her mouth was full… but he could tell she was loving it by the way she moved her hips against his hand "I… oh, will you slow down just a little… yeah… oh fuck!" Freddie said, telling her exactly how he liked it. She began to bob her head just a little slower, setting a slow, steady pace. He was so hard for her. "If it's okay with you, I'd like to return the favor," Freddie said.

Before Sam really realized what he was doing, Freddie had leaned forward and gave her clit a few licks.

"Oh, fuck, oh Freddie!" Sam called taking his cock out of her mouth for just a moment. "Oh my God, give me more, give me more!" Freddie grabbed her ass with both hands so he could pull himself close and control the pace. He realized he could see her ass hole, but this didn't gross him out in the slightest. No, if anything, it was even more sexy to see her fully exposed and vulnerable yet totally comfortable with it at the same time.

After a moment, they repositioned slightly still on their sides. Sam resumed her steady pace and Freddie continued to lick her clit. Each of them had one leg a bit high so the other could have better access to their bodies. Freddie soon found that Sam's pussy tasted quite nice… it wasn't necessarily a good taste… but it definitely wasn't a bad taste either. He really, really enjoyed the taste though because it meant he was pleasing her. He was so close to cumming, he couldn't stop thrusting if he tried.

Sam was grinding her hips into his face as she shook and moaned. Deciding to give a little more, he pushed his tongue as deep into her as he could go. Sam gasped, stopping all motion for just a moment. He pushed his tongue in and out, making her moan loudly. "Oh, Freddie… oh…oh… aah…" Her moans were really getting him aroused though they became stifled as she took him back into her mouth.

"Sam, I'm gonna come, "he said, pumping away into her soft, wet mouth. He resumed licking her like crazy. Sam caressed his lower back as she continued to please him. After just a few more seconds, Freddie froze and she felt his cock twitch with her lips. "Fuuuuuck," he moaned quietly into her crotch. He didn't stop licking as he came in her mouth. The feeling and taste were so arousing, Sam couldn't hold on for much longer. Grinding her clit against his tongue as she swallowed his seed she went over the edge, spasming along with Freddie.

Freddie let a few moans escape as he licked but Sam kept her mouth in place, swallowing his cum as he filled her mouth. Finally, when she was sure he was done; she removed his dick from her mouth and collapsed onto her back, still shaking slightly with pleasure.

"Freddie, that was indescribable," Sam said trying to catch her breath. Freddie was still on his side using her thigh like a pillow.

"Wow…" he panted sitting up. "You are an animal! I feel like I should have bought you dinner first," he joked.

"Take me to PEARHOP!" Sam said sitting up too, getting excited. "I haven't been to PEARHOP in like, forever!"

"Seriously?" Freddie said. "I was actually joking, but I haven't been there in a while either."

"Oh my God, please take me there for dinner," Sam begged. "I don't have any money but I really want pancakes."

"Okay, that's fine with me," Freddie said.

Sam tackle-hugged Freddie. "Thank you thank you thank you thank you! You're the best friend ever, I love you!" she rambled pushing him back onto his back and ending up sideways and on top of him. They were both a bit weak still from their recent orgasms.

"I just love to see you happy," Freddie smiled, attempting to give her a hug from the awkward angle she'd put them in. "And it's nice to know we're on the same page… I love you too, Sam," he said.

Sam sat up in surprise. "Oh my gosh, did I really just say that?" she asked, blushing slightly. "I mean, I was thinking it… but I didn't realize I'd said it…"

"Oh," Freddie responded now feeling awkward. "Well… you meant it, right? That you love me?"

"I… well… yeah, I meant it, Freddie," Sam said shyly. "How could I do this with you if I didn't love you?"

"I totally agree," Freddie said as Sam moved onto her side beside him, caressing his chest with her finger absentmindedly. "I've loved you for a long time, really," he said. "Even before we dated, I loved you as my friend. You really are the best friend a guy could have."

"Can you do me a favor, Freddie," Sam asked, holding him close.

"Sure, baby, what can I do?" Freddie said to his best friend in the world.

"Two things, actually," she said getting a second idea when he called her baby. "First, I still like it when you call me baby. I know we're not, like, dating or anything, but when we did date, you called me baby all the time and I really liked it… so yeah, feel free to call me that when we are alone."

"I think I can do that," he smiled. "I think I've actually called you baby a few times while we were touching each other," he said. "It just sort of felt like the right thing to say, you know?"

"Exactly," Sam smiled, "and one more thing. I know that you love me, you even said so when we broke up and you said it again just now… it's just that sometimes life gets stressful and I forget, you know? Keep reminding me that you love me. Sometimes I just need to know that someone cares."

"Hey, the same goes for me, okay?" Freddie requested. "You have no idea how nice it is to know that you still care about me even though it's been over a year since we dated. I never stopped loving you, you know."

"I know, baby… I know," Sam said closing her eyes as she hugged him from the side. "Part of me always knew you cared. You really are my best friend."

**...**


	33. Chapter 33

**Ch. 33**

**…**

"Oh my Gosh, Chad asked me out! I still can't believe it!" Carly said jumping up and down paying no mind to her lunch.

"Wait, I thought he asked you out on Wednesday?" Freddie asked after he finished a bite of ravioli. Sam was chowing down on her noodles and didn't even look up.

"Well, not really," Carly said. "He just wanted to hang out after school on Wednesday. He asked me to be his girlfriend this morning between 2nd and 3rd period," Carly clarified.

"Did you say he's never heard of iCarly?" Sam said taking her face out of her pasta.

"Yeah, that's right," Carly said. "He told me that his little sister watches all the time but he never bothered. He'll be watching tonight though," Carly smiled. Freddie looked over to where the artsy kids always sat. Chad was just now sitting down.

"Why doesn't your boyfriend want to eat lunch with you?" he asked.

"You should go over there," Sam told Carly.

Carly gave her a slightly worried look. "I won't look clingy, will I?" she asked.

"You worry too much," Sam said taking a bite out of her garlic bread. "Juff go sit with him."

"Okay, I will," Carly said picking up her tray and heading for the artsy table. "It's not like I don't already know most of the people over there from art club anyway… See you guys after art club tonight," she said walking away. Carly tapped Chad on the shoulder getting his attention. The blonde boy greeted her with a smile and offered her the seat beside him.

"It looks like it's just you and me, Puckett" Freddie said as he watched her chug her chocolate milk.

"And me," Gibby said setting his tray down.

"Hey Gib," Sam said ravenously resuming the rendezvous with her ravioli.

"Hey Gibby," Freddie said. "What are you doing here? I thought you had second lunch."

"Yeah, I did…" Gibby said, "Until Howard switched his class's lunch so he can make out with Brigg during their break in the teacher's lounge.

"Dude, I'm eating here!" Sam said, totally grossed out by the thought.

"Yeah, man, that's disgusting," Freddie said putting down his fork… and doesn't Howard have a wife? "So, are the Bulldogs going to win tonight?" Freddie asked, changing the subject. He was, of course, referring to the school football team that Gibby was a member of.

"Ha ha, yeah, there's no way we can lose to East Side," he said starting on his lunch. "Their team is terrible this year. Are you guys coming to Wendy's again? I doubt they'll be partying so hard tonight since her parents will be there but we'll probably play games or watch a movie."

"I don't know," Freddie said. "After last week, mom is a bit suspicious. She's actually been out of town visiting family all week and she gets home Sunday, but I promised her I wouldn't stay out late, and trust me, she'll know if I stay out late… maybe next weekend," he said.

"Awesome," Gibby replied. "Oh, and by the way, you're mom's crazy. If you need me to cover for you again just let me know."

"Thanks man," Freddie said. "I hate that she always knows where I am cuz of this dang chip in my head!"

"A chip in your head?" Gibby asked. It didn't make any sense to him.

"Oh yeah, I guess I never told you. Well, it's a long story but the short version is that my mom has a locator chip in my head so she knows where I am at all times. It's just good that you only live a block away from Sam. I'm pretty sure she believed me when I said I stayed the night at your place last weekend when actually I was… uh… sleeping on Sam's couch," he fibbed. Sam did her best to hide a knowing grin. He hadn't been on her couch but rather in her bed.

"The bell is going to ring any minute now," Sam said getting up. She needed to go to the restroom before her next class. "I'll see you guys later."

**…**


	34. Chapter 34

**Ch. 34**

**…**

This quiz is really easy Freddie thought as he filled in the blanks labeling male and female sexual organs. As ridiculous is it seemed, Freddie's 'study sessions' with Sam had actually helped. With each blank he had to fill, Freddie visualized Sam spreading her legs for him, allowing him to touch her as he recited the vocabulary words.

He finished his quiz and glanced over at Sam now quite aroused. Oh man, I want to push her up against a wall he thought. He entertained his sexual thoughts about her for the rest of class.

After class they chatted on their way to gym as per usual. Once they reached the lockers, however, she entered the locker room just after him. "What are you doing in here?" he asked, taking off his pants. "You're already changed… did you have something in mind?" he said suggestively as he stood erect in front of her.

Sam giggled but walked past him and took her purse from her locker. "We don't have time for that, silly. I just had to pee," she fibbed, heading to the stall. Why does she need her purse to pee? Freddie wondered. He was also a bit confused as to why she had her purse with her at all. Sam can be seen with a purse from time to time but for the most part she never bothered to carry it with her. Simply dismissing these thoughts from his mind, he got dressed for Gym and exited the locker room. Sam was only moments behind him; she had to put her purse away first.

Gym was invigorating. The teacher, who usually was quite lazy, had set up an elaborate obstacle course/relay race. Freddie and Sam found themselves on different teams that were evenly matched… well, mostly. The first three runs of the relay, Freddie and Sam went whenever. Freddie went first for his team in the first race and Sam went about the middle for hers, etc. But on the final run, Sam had a challenge for him.

"I bet I can beat your best time," Sam taunted as their teams lined up for one final run.

"I doubt it, Puckett," Freddie said watching some ninth graders for each team start the relay.

"I'll show you," she said. "Go last for your team, I will too. We'll go head to head for the finish."

"Challenge accepted," Freddie said moving to the back of the line as two more people started the relay, "but what if your teammates go faster than mine?"

"You scared, Benson?" Sam teased watching the next groups go. Both teams were neck in neck.

"You wish," he smirked back. They watched intently as the people in front of them raced through the obstacles, moving up in line as each person took their turn.

Soon they found themselves at the front of their respective lines; their young teammates still going toe for toe. As they climbed the final wall and slid down the other side, Freddie found his team approximately two seconds ahead.

His teammate tagged him and he was off, not hesitating for a moment regardless of his slight advantage. As he hopped through a sequence of tires he could see that Sam was right behind him, wasting no time catching up. Next was a low crawl under a net one foot off the ground. Diving under the net Sam scrapped and clawed her way forward catching up ever so slowly to Freddie. They both touched the baseline and turned around, each now headed for a sequence of inflated rings to crawl through in a bouncy house. Freddie flopped out of the other side having widened his lead on Sam slightly. The final obstacle, the wall, stood before him. He scaled it quickly knowing that Sam would catch up on this part. Sure enough Sam scaled the wall in half the time it took him to do so but he slid down the slide and stumbled across the line just a fraction of a second before Sam.

Freddie's team let out a victory cheer and Freddie received a few pats on the back before they broke for the locker rooms.

"In your face, Puckett," Freddie taunted as they entered their locker room and pulled off his shirt.

"You would like it in my face, wouldn't you. What a naughty boy, wanting to cum all over my face…" Sam teased smacking him playfully on the ass before removing her shirt.

"Damn, Sam, you get me so horny sometimes," he said grinning as he grabbed her and pulled her into a passionate kiss. He slid his tongue over her lower lip as he pushed her gently against the locker. Craving his contact Sam allowed him to handle her as she bit his lip, softly moaning. Freddie's hand trailed down her form… but she grabbed his wrist preventing him from going any farther than her waistline.

"What's the matter?" Freddie smirked pulling away from the kiss. "Mad I won the race?"

"Okay, first off, you started two seconds ahead and I was less than a second behind you, so I won the race," she said returning the smirk. Freddie just rolled his eyes still grinning. "And secondly…" she hesitated. "Maybe today I just touch you," she suggested, wanting so badly to be that amazing friend she knew he deserved.

"You don't want me to touch you?" Freddie said feeling really confused. He loved pleasing her. 'What was her deal today?'

"Err, yeah," Sam said kneeling down and tugging at his shorts. "Today is your treat, mmkay? My present to you. I'll suck you off and you can cum on my face just like you said earlier," she said with a wink. Sam seemed cheerful and sincere, but Freddie could tell something was up.

"Hmm," he said as she slid off his shorts and boxers. "No, I don't' think so." Sam already had his firm dick in her slender hands but before she could stroke him more than a few times he grabbed her wrist stopping her and joined her on his knees on the mat so they were eye to eye. "This is really hot, Sam, and normally I wouldn't hesitate letting you do this... but I know you Sam, and something is up. Why don't you want me to please you too?"

"I… just wanted to give you a present… you wouldn't have to worry about pleasing me back. Today could be all about you," Sam said hesitantly. She didn't want her problems to interfere with her best friend's satisfaction. Freddie gave Sam a look. It was a look that said I'm not buying that. Seriously, what's the matter? A few moments later, Sam caved. "Okay, fine, I'll tell you… I just didn't want to, like, gross you out."

"Just tell me what's up, Sam," Freddie said. "If it's not a big deal we can get right back to you sucking me off," he added jokingly. Sam grinned at his bluntness. He's just always so funny about this she thought. She loved his directness.

"I started my period last night, Freddie," Sam said, taking advice from Freddie and being direct.

"Oh," Freddie said, feeling silly. He never really thought about girl's periods. He wasn't even 100% sure exactly what a period was… he knew blood was involved. It hadn't been covered in Sex Ed yet and his overprotective mother felt he didn't need to bother his pretty little boy mind about it.

"Yeah…" Sam said feeling only slightly awkward. "If I'd have let you touch me then you'd have gotten all grossed out… menstrual blood isn't exactly the sexiest thing in the world. Even if you were somehow okay with it… I'm not. Letting you touch me while I'm on my period is just… I'm gross right now, okay."

"Sam, look, it's okay," Freddie said. "You're my best friend and I would never want to make you uncomfortable like that. We can take a break from messing around for a week if you want."

"No, baby, I still want to make you feel good, really," Sam said running her hands down his bare chest and resting them around the base of his cock once more.

Freddie smiled. She was so amazing to him and so fucking hot too. As much as he wanted to let her do it, he wanted to show her just how much he cared for her as well. "Look, Sam, not this time, okay. It's not fair for you to please me and for me not please you back. If you're taking a week off then I want to too."

"Are you sure?" she asked finally letting go of his penis. "If it's fairness you want, I'll let you make it up to me… you know, after my period is over." Freddie liked that idea, but he was making a point.

"As nice as that sounds, not this time, okay?" he said putting his hands on her shoulders. "No, we've been friends with benefits for about two weeks now, right? It's all happened so fast… I just want you to know that even without all of that, I still really care about you, okay Baby?"

"Okay," Sam smiled pulling him into a hug. "I really care about you too, Freddie."

"I don't want our relationship to ever be just about sex," he said taking her by the hands and standing back up. He pulled her to her feet as well. "I'm going to go out of my way this week to show you how much I care."

"You're so awesome, Freddie," Sam said. "I love you."

"And I love you, Sam," Freddie said still holding her in a close hug. After a gentle, rather tame kiss, Freddie mischievously unclasped her bra just as he released her from his embrace. Sam just grinned at him as he pulled off his shorts from around his ankles. "Sorry… it's sort of a habit…" he joked.

After their races in gym, Sam needed to change her tampon again already. She grabbed her purse, taking it with her to the stall… and this time Freddie knew why she had it. A minute later she joined him in the shower. As they cleaned themselves, Freddie admired Sam's beautiful body. He was not lusting after her as he usually did, oh no. This time he gazed with respect and admiration at her gorgeous, slender form. Sam Puckett was truly beautiful, body and mind, even if that wasn't how she felt. Freddie wanted very badly to show her just how beautiful she was.

**…**


	35. Chapter 35

**Ch. 35**

**…**

"What do you mean I'm not allowed to go anywhere?" Freddie shouted. His mom was on the phone and she didn't have good news for him.

"Like I said, Freddiekins, I will be away for another week and I need to know your safe. I've asked Lewbert and Terrence to check up on you to make sure you're okay," his mother replied.

"Lewbert? Gross!" Freddie shouted back. "Mom, this is ridiculous! What did I do to make you think I need to be caged up like this? I can take care of myself; I'm not a little kid anymore! And his name is T-Bo! He's told you that, like, 20 times!"

"Freddie Benson, you do not talk to your mother that way," she snapped back. "I forbid you to leave the apartment this week except for school. That is the end of this discussion!"

"No, mom," Freddie said, putting his foot down. "I am going to Carly's to do iCarly and there's nothing you can do to stop me. I thought you were gonna start treating me like an adult! Do I need to move out again?"

"Don't you dare, Freddie Benson!" his mom shrilled back over the phone. "I am your mother, and if I tell you to stay home then—" Freddie tapped the red button on his phone, hanging up on his mother for the first time. He then muted his ringer, knowing that she would be calling back repeatedly until he picked up. If she wasn't going to be back from Utah until next Sunday, he was going to have a good time for nine days.

Still fuming over his mother's irrational fears, he stormed out of his room, grabbing his emergency overnight bag on his way out. He wasn't sure where he wanted to stay tonight; he just didn't want to be home since that was exactly where she wanted him to be.

Before he left the apartment, Freddie noticed T-Bo in the kitchen. "Hey, yo mom wanted me to check up on you. What up with that?" he asked, making what appeared to be a bunch of peanut butter and jelly sandwiches on a stick.

"I don't know what's gotten into her," Freddie said. "Will you do me a favor?"

"Yeah, man! What you need?" T-Bo said biting into a spare sandwich.

"If Lewbert comes up here, just tell him 'bleargeaarahh' or something. If he asks, I'm home but I'm sleeping."

"Sure thing little man," T-Bo said with a grin. "Where you really gonna be? With your lady friends?" He gave Freddie a little eye wag. T-Bo was convinced that with friends as hot as Carly and Sam, he had to be dating one of them. He was almost right.

"See ya, dude," Freddie grinned as he let the apartment and crossed the hall to Carly's place.

"Knock, knock," he said letting himself in. Carly quickly pulled her face off of Chad's, only slightly startled. "Oh, uh… sorry. Didn't mean to interrupt anything," Freddie apologized.

"Hey, Freddie," Chad said standing up to shake his hand. "It's nice to actually meet you."

"Oh, hey, you too," Freddie said, still upset about his mom but putting on a smile to meet Carly's new boyfriend.

"You know, I've only seen a couple of your guys' videos, but you're really funny, man," Chad complemented.

"Wow, thanks," Freddie smiled. "Hey, is Spencer here?" he asked Carly. He'd hoped to talk to her about his mom, but he didn't want to interrupt her date.

"I'm pretty sure he's in his room," Carly said as Chad joined her back on the couch and they resumed watching their movie. Freddie took a few steps towards Spencer's bedroom before Carly stopped him. She had a silly grin on her face. "Oh… Freddie, you might want to wait if you want to talk with him… he's got a girl in there." Carly was clearly proud of her older brother. He didn't get laid very often.

"Ok, well, I'll just go upstairs and leave you two be," Freddie said, heading to the studio a bit depressed. He'd really hoped he could let some stress out by talking to a friend. He was happy that Carly and Spencer both had someone to be with; he just wished he had someone too.

As he entered the studio he tossed his bag down and flopped onto the nearest beanbag chair. "What up, Fred-wad?" Sam called from another bean bag chair on the other side of the room facing away from him. She was messing around on his laptop.

"Oh, hey," Freddie said slightly startled. "I didn't see you over there. What's up?"

"I came over early to hang out with Carls before the show, but she's busy," Sam said slaying a goat in her Dungeon RPG.

"Actually, same here," Freddie said picking up his beanbag chair and tossing it over by her. "I'm bummed out."

"What's the matter?" Sam asked setting down the computer. "Wanna talk about it?" She leaned over backwards and looked straight up at him with a concerned look on her face. Part of her head ended up on Freddie's beanbag chair when she leaned back, he'd put it so close.

"My mom has to stay in Utah for another week cuz my uncle is sick," Freddie shared as he sat in the beanbag chair. He attempted to sit back to back with her, leaning on her in order to sit up slightly, but due to the nature of beanbag chairs, he just ended up lying down with his head adjacent to hers. "She says I'm only allowed to go to school or stay home, that's it. She's even got Lewbert checking up on me."

"What? Gross! That's totally jank," Sam said. They were facing away from each other on their backs on the chairs. Freddie scooted over so that their ears were touching. It was kind of like an upside down hug. "You're not gonna do it, are you?"

"I'm here, aren't I? I wasn't even supposed to come over for iCarly." Freddie said enjoying the fruity scent of Sam's blonde curls.

"What? You're not even supposed to come over here? Your mom is being crazy, Benson. Why doesn't she want you to go anywhere?" Sam asked subtly snuggling her head up against his.

"She didn't even say!" Freddie said, glad he could talk out his frustration. "She's acting like she did right after Dad died; she's being way too over protective… I hung up on her a few minutes ago." Freddie was quite proud of himself for rebelling.

"Seriously?" Sam questioned, quite impressed.

Freddie slid his silenced phone out of his pocket to find he had five consecutive missed calls from his mother in a 3 minute time period. "Check it out," Freddie said, showing Sam the missed calls. "Part of me really wants to spend the night somewhere else, just cuz she doesn't want me to." Freddie shared putting his phone away. "But on the other hand, I know that she'll used her GPS and see that I'm not at Bushwell if I went to Brad's or Gibby's or your place. I'll be in even bigger trouble then."

"Doesn't she know that you aren't home right now? If she does, you're already in bigger trouble," Sam said nuzzling Freddie from the side. She really liked being this close to him.

Usually, when Sam shoved her feet in his face, she was non-verbally requesting a foot rub. Feeling her head toss around next to him made him think she wanted a head scratch. She wasn't actually requesting one but did not object when Freddie reached up over his shoulder and ran his fingers though her hair.

"I'm already in trouble for hanging up on her," Freddie said, playing with her locks. "But her GPS isn't very precise and T-Bo is covering for me... As long as I'm at Carly's mom will never know I'm not actually home.

"Stay here then," Sam said, brainstorming out loud. "I'm spending the night tonight, sleep over with me and Carly."

"That sounds fun," Freddie smiled, still scratching her scalp making her feel relaxed. "I haven't slept over in a few years. Mom doesn't want me too anymore cuz she says we're all sexually mature now."

"Well, she's definitely right about that," Sam grinned now also reaching up past her shoulder scratching Freddie's scalp.

Freddie turned his head to the side looking at Sam. "Do you think Chad might be bothered that I'm spending the night with his girlfriend?" Freddie asked.

Sam turned towards him too and stuck her tongue out, making a strange upside face at him. Freddie laughed. "He shouldn't have a problem with it. You've known her way longer than he has."

"You're right. I'll stay the night here… assuming Carly is okay with it too," Freddie said smiling as Sam. "Thanks for being here and talking with me. You're such a great friend." Freddie leaned in and gave her an awkward kiss. Although their faces had been only a few inches apart, they were still upside down relative to each other. The kiss was only awkward because of the angle. Sam didn't mind the awkward angle… she quite enjoyed it, really.

After just a short sweet upside down kiss on the lips, Freddie pulled away grinning. Sam wasn't finished however and leaned in for more. Still upside down from him, she lightly bit his lower lip and ran her tongue across both lips. Realizing that she was in the mood for a friends-with-benefits make-out session, Freddie responded by sucking her lower lip as well. After a few seconds, Freddie repositioned himself, rolling over onto his front and moving Sam onto her back. Though still relatively upside down, he was now above her and not beside her, allowing him a bit more control over how he could kiss her.

Freddie dove back in for more, cradling Sam's neck with one arm as he kissed her passionately. He heard a soft moan escape Sam's lips as he nibbled her upper lip. Freddie craved her more than ever, especially having turned down a blowjob earlier that day. He kissed her chin and, moving towards her, began to trail kisses down the side of her neck, stopping only after giving her cleavage a playful peck. He could tell she wanted more but he pulled away.

"You're an animal, Baby," Sam responded with a smile from under him.

Freddie was smirking. "Thanks for listening," Freddie said. "And that's for caring about me."

They heard the door swing open; Freddie quickly rolled off of her and stood up. "What were you guys doing?" Carly asked entering the room with Chad right behind her. She'd seen them though the glass.

"I, umm, err…" Freddie stuttered. He knew 'kissing' was not a good answer since their friends-with-benefits things was a secret, but he was a bad liar and couldn't exactly think of anything better to say.

"We were kissing," Sam said also standing up. She never lied to Carly and she figured now was as good a time as any to let Carly know that something was going on.

Carly's jaw dropped. "Since when do you guys like each other again?" she asked getting excited.

"You guys are dating?" Chad asked a bit confused. "That's so cute."

"No, we're not dating," Sam replied. Freddie felt slightly hurt hearing the apprehension in her voice.

"Can we talk about this later?" Freddie said to Carly, checking his watch. Carly had come upstairs because she show was due to start in 8 minutes. He and Sam had lost track of time kissing…

Carly gave her friends a silly smirk. "Okay, sure… Chad, you can sit over here," she said grabbing a chair and setting it behind where Freddie would be. Freddie picked up his laptop and returned it to his cart.

"Yeah, feel free to laugh if you think something is funny, but other than that just please keep quiet," Freddie requested.

"Sometimes we introduce guests, but I don't think we will today," Carly explained stretching around over by Sam who was looking for her remote.

Chad smiled. "Awesome, I can't wait,"

Sam, Carly, and Freddie ran through a quick itinerary as they prepared for the live web show. After the 8 minutes were up, Carly and Sam got in position and spun around on the spot.

Freddie aimed the camera at them. "In 5, 4, 3, 2…"

**…**


	36. Chapter 36

**Ch. 36**

**…**

"That sucks that your mom is being a fudge bag," Carly said later that night looking through her clothes for her favorite pajamas.

Freddie had already changed into a baggy shirt and his shorts and was lounging on Carly's couch. "Yeah, thanks for letting me stay over here. I just need to hang out with friends and let off some steam."

"Is that why you were making out with Sam earlier?" Carly grinned joining him by the water table. "Just letting off some steam?"

"I… uh… something like that," Freddie admitted.

Carly just smiled. "So you're not dating… but do you like her? How long has this been going on? What's up with you two?"

"Well, it's been going on for about two weeks… and we're really enjoying it," Freddie shared, trying to keep in vague enough so that Carly assumed it was just kissing and not crazy hot shower room fingerings and blowjobs.

"OK, you're enjoying it… but do you like her?" Carly pressed. Freddie focused. He'd been avoiding answering that question for himself for a while now. I love Sam… but is it a romantic love?

"I… I don't know how I feel," Freddie admitted.

"You're just afraid she won't like you back," Carly said, getting up and heading for her bed. "I'm guessing she does.

"What if we start dating again and then we start fighting like we did the last time we dated?" This was one of the main reasons he was preventing himself from making a move. Although he had enjoyed sparring with her in the past, they didn't really fight anymore, and he wanted to keep it that way.

"You guys hardly ever fight anymore, Freddie," Carly smiled lying down on the far side of the bed. In the past when they had sleep overs, Carly would sleep in the middle to prevent fighting during the night, but tonight she was making a point to have Freddie and Sam next to each other. "If you still have feelings for her, I think you should talk to her," Carly encouraged.

As Freddie stood, Sam excited Carly's bathroom, reentering the bedroom. "I am so tired!" she called out cheerfully hopping towards the bed. Sam spring boarded off of the in-ground trampoline and landed right in the middle of the bed beside Carly, scaring her brunette friend only slightly.

"Yeah, me too," Freddie said walking over towards the girls, checking the clock on the way over. It was almost 1am. He turned out the lights and climbed into bed next to Sam.

"Hey, Freddie," Sam said grabbing his hand under the covers. "Maybe you should call your mom tomorrow, you know, after you've both had a chance to cool down about all of this.

"That's a good idea, Sam," Carly piped in with a yawn.

"If you think I should," he said, still feeling a bit grumpy about it. They had been smaller even just a few years ago and now couldn't fit in Carly's bed without snuggling up very closely. The room was a bit chilly though, so they didn't mind. Turning on his side, Freddie's arm ended up resting on Sam's stomach.

"Just don't worry about it for now, okay buddy?" Sam said, giving him a sideways hug.

"Mmhmm," he said, half asleep already. To Freddie's delight, Sam gave him a quick head scratch. Carly, who was quite snuggly on Sam's other side and got a scratch too.

"Goodnight, Freddie. Goodnight, Sam," Carly said also falling asleep quickly. Sam smiled, being quite happy to be the meat in a friend sandwich. She lowered one hand down, taking hold of Freddie's hand once again under the covers. He clasped on, happily holding on the rest of the night.

"I love you guys," she smiled.

**…**


	37. Chapter 37

**Ch. 37**

**…**

Carly woke up on Saturday at precisely 10:30 am. She was snuggled up on her side close to Sam, hugging Sam's arm. As she opened her eyes and removed her anti-snore mask, Carly remembered that Freddie had spent the night too. She hoped he could talk to his mom sometime today and at least figure out the reason for the crazy woman's panic.

Through the night, Sam had moved around enough that she'd pushed the blankets away from all three of them, towards their feet. Carly sat up and looked directly at her friends… and burst out into silent laughter. Carly was sure it had been an accident… the Freddie she knew would never…

Sam was on her back, and Freddie was on his side… and somehow, during the night, Freddie's hand had ended up perfectly placed, cupped over Sam's left breast. It looked as though he'd been fondling her intentionally. Carly was sure he'd done it on accident; he'd been asleep after all. Knowing that Sam would deck him in the chin if she woke up and found his hand there, Carly carefully grabbed his wrist and moved his hand down a few inches, resting it on Sam's stomach.

Crisis averted Carly thought, getting out of bed still silently chuckling to herself. She wanted to text Chad, take a shower, and check on Spencer before breakfast. Deciding to shower first, she grabbed a pair of jeans and a tank top and entered her bathroom.

Freddie and Sam both began to stir at the sound of running water. "Good morning, Fredward," Sam said poking him on the forehead.

"Hey to you," he groaned with a smile. She looked so beautiful just lying there with her hair all over the place and her shirt pulled up exposing her belly button. He gave her bare stomach a little poke, causing her to flinch and giggle.

"Woah, Benson, don't you dare tickle me this early," she begged rolling away from him. He scooted after her and wrapped her in his arms, giving her a backwards hug. She smiled. "How'd you sleep?" she asked.

"Great, really, considering how mad I am at my mom," he said. "I love that this room is so cool all the time. My room is super hot at night, that's one of the reasons I usually sleep naked," he said. Sam's room had a similar problem.

"Let me help you get your mind off of your mom," Sam said. "How about I make you breakfast?"

"You don't have to make me breakfast," Freddie said, a bit surprised that Sam was being so pleasant so early in the morning. "I can get something for myself… Where'd Carly go?" he asked, trying to change the subject. He didn't want to bother her with the whole breakfast thing.

"She's in the bathroom… duh," Sam answered. The shower was running and the bathroom light was on. It was kind of obvious where Carly was. "Seriously, man, I wanna make you something. What do you want for breakfast?" Sam said again, rolling out of bed and heading for the door.

"I'm fine with bran flakes," he lied, not wanting to be any trouble.

"Okay, pancakes it is," she smiled grabbing her purse and heading for the door.

"You really don't have to—" Freddie said.

"It'll be ready in 15 minutes!" Sam called from the hall as she left the room.

Not wanting to move, Freddie rolled around on the bed for a few more minutes. By the time he got out of bed, Carly was coming out of her bathroom dressed now in her tank top and jeans.

"Where's Sam?" Carly asked going over to her desk mirror and brushing her hair.

"She's making breakfast," Freddie said heading for the door. "You hungry?"

"Starving! Let's go," she said bounding past him cheerfully.

When they arrived in the main room they found Sam vigorously stirring pancake batter. Bacon was on the stove, syrup was warming in the microwave, and bread was in the toaster. "Just a few more minutes," Sam smiled. "Go wake up Spencer."

Freddie laughed, thinking of the Wake Up Spencer videos they'd done years ago. Last night had been a perfect night to film another, except for the fact that Spencer had a girl over. Freddie sat at the computer and checked the feedback from last night's iCarly while Carly went and got Spencer. Apparently the woman had already left because he came out alone.

"Where's Michelle?" Carly asked as the siblings walked over to the kitchen together.

"I'm pretty sure she just wanted this to be a one-night thing," Spencer said, sounding only slightly disappointed. "She left when I was asleep and didn't leave her number."

"Oh, too bad," Carly said.

"Not really," Spencer smiled. "Michelle was super hot… but not really my type. What's gotten into you?" Spencer asked Sam, noticing for the first time that she was all over the kitchen. Already there were about 8 pancakes and 4 pieces of toast stacked on a plate by the stove.

"Well, I was kinda craving PEARHOP, but knew you guys already had all this stuff," Sam smiled, bringing over the plate and a hot bottle of Berry Surprise syrup. "Dig in!"

Sam returned to the stove and made four more pancakes while Spencer and Freddie happily grabbed their flapjacks. "Oh yeah, I was gonna text Chad," Carly said pulling her phone out of her pocket and typing out a message. She giggled when she suddenly realized that it was almost 11 am and everyone else was still in pajamas.

"Thanks Sam, this is awesome!" Freddie said. "Where'd you get this syrup?" Freddie asked Spencer. The Berry Surprise was awesome!

"I actually got it at the Amazing Glaze, the donut shop down the street," Spencer explained. "They don't just do donuts I guess…"

When Sam joined the others at the table, Carly had barely touched her food. She was texting Chad every 30 seconds. "Eat up, kiddo, before it gets cold," Sam instructed.

"Chad says he has a surprise for me tonight," Carly said putting the phone away a minute later and finally eating some toast.

"What's he planning?" Freddie asked curiously as Sam scarfed down piles of pancakes.

"I don't know. Didn't I just say it was a surprise?" Carly said.

"Boys are so stupid," Sam said jokingly. Automatically, Spencer and Freddie turned to one another… shrugged, and then nodded in agreement with Sam. Boys are stupid.

After breakfast, Carly insisted on doing the dishes telling the others they had to get dressed since it was almost noon. Spencer responded by going back to bed but Sam and Freddie headed back up to Carly's room.

"You know I wouldn't mind, but we probably shouldn't shower together here," Sam chuckled as she grabbed some clothes and entered Carly's bathroom. Freddie followed her in anyway.

"I'm just gonna brush my teeth and wash my face," he said approaching the sink as Sam pulled off her shirt then shut the door behind him.

"Don't lie, Benson, you're hoping for a show," Sam smirked as she removed her pajama bottoms too and started the shower water. Freddie, who had his overnight bag with him, got his toothbrush out and began brushing his teeth as he watched Sam getting into the shower.

Carly's shower had a glass door instead of a curtain to keep the water in, but the angle of the showerhead was just right that the door didn't have to be closed; water didn't splash out onto the floor… not much anyway. Knowing this, Sam didn't bother closing the door. She liked letting Freddie see her naked. As she rubbed soap on her body, Sam did a sexy little dance for Freddie.

He watched as she soaped up her body, rubbing it all over suggestively. "Lookin' good, Sammy," Freddie said realizing suddenly that he was pretty hard. He knew she was still on her period though, so he wasn't going to try anything, especially with Carly just downstairs.

He washed his face in the sink and watched Sam for a little while longer before he too removed his pajamas and put on his clothes for the day. No sooner had he pulled his boxers on, however, Freddie heard Carly's voice coming from her bedroom.

"Sam!" Carly called. "I'm coming in, I left my socks in there." Sam reacted instantly by closing the shower door. The moment it latched shut, Carly had let herself into the bathroom and found Freddie wearing almost nothing. "Oh my God, I'm so sorry, Freddie," Carly said turning around immediately. Freddie pulled on pants quickly. "I just wanted my socks…"

"I, uh… here," Freddie said grabbing them off the counter only feeling slightly embarrassed. "You can look now," he added.

"Why were you in here half naked while Sam was showering?" Carly wondered, finding this behavior quite curious.

"I, uh… after Sam got in the shower I came in to brush my teeth… then I got dressed," he explained.

Carly wanted to believe Freddie, but still felt that there was something he was leaving out. Freddie grabbed his shirt and walked past Carly into her room. She followed him, socks in hand.

"Hey, Chad's surprise tonight is a group date to the movies," Carly told him sitting on the bed and putting on her socks.

"That sounds fun," Freddie said pulling his shirt on.

"Yeah… it's just, I don't really know anyone else who's going," she said.

"I'll go," Freddie offered. "Sam could go too, I'm sure," he added.

"The thing is though, is sort of a couples thing, I think," she added sounding worried. "It would be great if you could come, but I think you're supposed to have a date.

"You don't feel comfortable going without a friend, do you," Freddie guessed. Carly nodded. "Well, I think I can fix that," he said going back over to the bathroom. The shower had stopped and Sam was drying off. He knocked then opened the door a crack so he could talk to her.

"Hey, do you wanna go on a date with me to the movies?" he called over the sound of the fan.

Sam hesitated. She had definitely heard him… but she was sure he couldn't have just asked that. "… what?..." she asked, needing to hear in again.

"Go on a date with me tonight," he said. It wasn't a request… more like a suggestion or almost a command. "We'll be going with Chad and Carly and some of Chad's friends."

Sam, who was getting dressed on the other side of the door, was getting excited. "That sounds fun," she said.

"Cool," Freddie called back through the crack in the door. "See you in a few minutes," he said, closing the door and returning to Carly. "There. We'll both go with you, and it's a date," Freddie said, putting some emphasis on the word 'date'. "Feel better?" he asked.

"Absolutely!" Carly said smiling. She was glad he hadn't hesitated to ask Sam and hadn't said anything close to "let's go just as friends." No, he'd made it clear it was a real date… but mostly Carly was just glad she didn't have to go hang out with a bunch of people she didn't know; she would have friends there too.

**…**


	38. Chapter 38

**Ch. 38**

**…**

When Sam left the bathroom a few minutes later, Carly's room was deserted. Heading downstairs she saw that Carly had just now started on the dishes, and Freddie was rummaging through Spencer's Gamestation 360 games.

"Oh, let's play Zombie Death Squad!" Sam requested and she skipped down the stairs. "I still haven't played it yet."

"Oh, okay," Freddie said, picking up the chainsaw from next to the TV. "I don't think so," Sam said taking it out of his hands. Freddie laughed and took the axe instead. Sam was, of course, a natural at killing zombies. They played almost 3 hours in total.

**...**


	39. Chapter 39

**Ch. 39**

**…**

"I feel like a daffodil," Sam complained looking at herself in the mirror in Carly's bathroom.

"Good, daffodils are pretty, now get out here and let me see you!" Carly said, dancing around excited in the swanky blue dress she'd picked out for her date.

Sam walked out to show Carly how she looked in Carly's little black dress. It was a low cut V-neck that showed entirely too much cleavage and barely fell past her thighs.

"Oh my god, Sam, you look totally hot!" Carly complemented. Sam smiled at her bare feet.

"Thanks, Carls," she said, sounding uncharacteristically shy. "I usually don't wear dresses like this you know," Sam reminded her friend.

"Well, you look great," Carly said. "Try these shoes." Carly was holding out a pair black high heeled platform shoes.

"Hey, those are mine," Sam said snatching them out of Carly's hands. "I've been looking for these for a month!"

"Oh," Carly said. "I wondered where they came from. Well, there ya go honey," Carly said now fiddling with her hair in the mirror again. "Thanks again for coming," Carly said. "It will be good to have other people there that I know."

"Does Freddie think this is like a date-date? Or just like, you know, a date?" Sam asked, checking out her own ass. Damn, she liked this dress.

"What's a date-date?" Carly asked.

"Well, he didn't say we were going just to support you or that we were going as friends," Sam thought out loud. "He just asked me out… so am I going on a real date, or like, a just-friends date?" Sam asked Carly once again.

"I guess you'll know if he tries to kiss you… oh wait, you guys already do that behind my back," Carly teased.

"I'm sorry we kept it from you," Sam said, very glad Carly only saw them kissing. "That's twice now you've caught us doing that."

"It's okay," Carly assured packing up her purse. "That was years ago, way before you dated him," Carly said. "I wasn't too surprised when I saw you guys, actually. I always thought maybe you still liked him after you broke up."

"I definitely love the dork," Sam said, also putting her phone and wallet into her own purse. "I just don't… I'm not sure if it's a romantic love."

Carly smiled as both girls headed downstairs. "I'm sure you'll figure it out, Sam," Carly said at the bottom of the stairs just as Freddie entered the apartment.

He stopped dead in his tracks and stared right at Sam. Carly noticed his gaze but Sam missed it since she was heading for the couch. Carly grinned knowingly as she too sat down. "H..h..hey girls," Freddie stuttered. He quickly snapped out of it and closed the door behind him.

"Chad is going to pick us up in 10 minutes," Carly said, checking her pearphone.

"I just got off the phone with my mom and my cousins," Freddie said. Sam thought he looked pretty happy and was glad to see he was back on speaking terms with his mother. "You won't believe this… my cousins were watching interviews of the game developers that are making Zombie Death Squad 2… and they told my mom it was the news!" Freddie was laughing, clearly thinking this was very funny. Sam and Carly, who didn't quite understand yet why this was funny just smiled and nodded.

"…and?" Sam added, wondering if this story was going to get any better.

"Well, she thought there was a viral epidemic going on," Freddie explained. "She didn't want me to leave the house yesterday because she thought I was going to turn into a zombie or something." At this, Carly and Sam burst into laughter too.

"Seriously?" Carly asked between chuckles.

"Yeah!" Freddie grinned. "My uncle in Utah is sick and she's helping take care of him. She locked him in his room for 4 hours cuz she thought he might bite her."

"Your mom is so stupid," Sam laughed. "So they told her it was just a game?"

"Yeah," Freddie said. "She feels pretty dumb for believing them. Anyway, I'm allowed to go on this date now… not that I wasn't going to go without permission; it's just nice to know my mom isn't going to get pissed about it.

* Ding dong * rang the doorbell.

"Freddie, can you get the door?" Carly asked. He was closest.

"Why, I didn't hear a knock?" he said.

"You didn't hear the doorbell? Nevermind, I'll get it," Carly said standing up and passing Sam and Freddie.

"When did you get a doorbell?" Freddie asked as Carly went over to open the door.

"I've always had a doorbell," Carly said sounding a bit confused.

"No… I'm pretty sure I've never seen a doorbell outside your door… I don't have a doorbell for my apartment," he said. Carly opened the door and motioned to Chad to come in.

"I'm pretty sure you've rang my doorbell before," Carly said back to Freddie. Sam was getting a kick out of this little discussion and just sat back laughing to herself.

"No, I always knock… well actually I just come in, but I used to knock," Freddie said.

"Tell Freddie I have a doorbell," Carly told Chad.

"Hello to you too," he said, a little confused. "You guys ready to go?"

"You rang my doorbell just now, right?" Carly asked him.

"What do you mean?" Chad said.

"Carly thinks she has a doorbell," Freddie explained. "But I'm pretty sure no one in this building has one outside their door.

"Look, I'll show you," Carly said in a huff walking into the hall. She turned around and looked at the wall… left side… no… right side… no… Carly came back in. "Sam, did you steal my doorbell?" Carly asked. This somehow was the most logical explanation.

"I don't want to be late to the movie," Chad said laughing at his girlfriend. "Can we get going?"

Freddie followed Chad out with a smug look on his face. "I told you you don't have a doorbell," he said. Sam followed him with Carly close behind.

"You heard the ring, right?" Carly asked Sam. "I heard it ring…"

**…**


	40. Chapter 40

**Ch. 40**

**…**

"So Taylor, when did you meet Taylor?" Carly asked chad's blonde male friend at they were all waiting in line to get tickets for the movie.

"We met at in a photography class freshman year," said Taylor.

"Taylor and I shared a table in that class," said the other Taylor. "We became really good friends before we ever started dating," she said.

"How freaky is it that those two have the same first name?" Sam asked Freddie in the back of the line, quiet enough so Chad's friends couldn't hear her.

"Yeah, wouldn't that be weird to date someone with the same name as you?" Freddie chuckled.

"Hi, my name's Sam," said a boy behind Sam in line. Sam turned around to find a gorgeous black haired boy smiling at her. He was dressed like a rapper… who hadn't sold any albums. "I recognize you from iCarly," he said, gesturing towards Sam, Freddie, and Carly.

"Oh, cool… Is your full name Samuel? I'm gonna call you Samuel" Sam said. They boy was really only talking to her, not Freddie. "It's always nice to meet fans," she said.

"What movie are you seeing?" Samuel asked with a charming smile. Sam was a bit red in the face; he was very handsome.

"Oh, um, some chick flick… Carly picked it," Sam said. Freddie was scowling at the boy.

"You look beautiful in that dress," he grinned.

"Nice to meet you, Sam," Freddie butted in as the line moved forward and Taylor bought tickets for himself and the other Taylor. "I don't want to be rude, but we're kind of on a date here."

"Oh, you and Sam?" the boy said, looking very confused. "I guess I thought... the way you fight on the show, I didn't know you are her boyfriend. Sorry, man. Nice to meet you too; I love the show."

Sam stood close to Freddie in an awkward silence as Chad got tickets for him and Carly.

"Two please," Freddie said at the counter. "Same film as them," he pointed at Carly.

"What was up with you chasing that guy away?" Sam asked him quietly once they were out of earshot?

"I didn't think… he… we're on a date," Freddie finished. Carly, Chad, and the Taylors were a few feet ahead still. Carly seemed to be getting along with these new art students just fine.

"Yeah, but we're not dating we just have…" Sam almost said 'sex' out loud. "Is this, like a date-date?" Sam asked clutching her purse close as the group moved over to concessions.

"What's a date-date?" Freddie asked her, avoiding the question.

"Well, did we come just to give Carly some confidence or did you really want to get me in a dress and flirt all night?"

"Remember on yesterday when we almost… you know… but you stopped me," he whispered. "…and I said I was gonna show you how much you mean to me? Taking you to a movie is my way to showing you that I care… and if you want to flirt, then I'm not stopping you.

"Forget the flirting, buy me some popcorn," Sam said with a smile. Freddie laughed, glad that she'd dispersed some tension and happily got her some.

**…**


	41. Chapter 41

**Ch. 41**

**…**

"That movie was hilarious!" Sam said as Freddie pulled into her driveway that evening to drop her off.

"I know!" Freddie said. "I loved the part with the—"

But before the author had enough time to finish Freddie's sentence, Sam leaned in and kissed him on the mouth resting her hand on his thigh. Surprised, Freddie kissed her back. After about 10 seconds, she stopped. "Thanks for a great night, Freddie. I had a lot of fun."

"Me too," Freddie smiled. He got out of the car and ran around to the other side to open Sam's door too.

"What a gentleman," Sam giggled at him. She took his hand and they walked to the door. "Call me and we'll hang out tomorrow, okay?" she requested.

"Sure thing," he confirmed pulling her into a hug. They stood there holding each other close for nearly 15 second during which Sam was burrowing into Freddie's collarbone affectionately with her forehead.

"I love you, Freddie," she said looking up into his eyes.

"I love you too, Sam," he kissed her forehead. "Goodnight dear." They kissed once more then Freddie turned and returned to his car.

Dear? Thought Sam. That is the type of nickname you call your girlfriend… not a fuck buddy. Sam was very happy as she too turned and went inside.

**…**


	42. Chapter 42

**Ch. 42**

**…**

Damn it I hate Mondays! Sam thought as she trudged through the hall towards Sex Ed. Not only had today been extremely boring, but she had had a pop quiz in earth and space science and a test in dance class that took the whole period. Dressed still in her jeans and penny-T, Sam sat beside Freddie frowning.

"Hey, pudding?" he said. This confused Sam greatly. Was he calling her a pet name? Don't get me wrong, I love the pet name, Freddie Sam thought but why'd you end your sentence with a question mark?

"Um… hey, yogurt," she said back to him chuckling at herself. I'm so clever…

"What?" Freddie said, taking a pudding cup out of his bag. "I wanted to know if you wanted some butterscotch pudding," he laughed. "But, if you really want to, you can call me Yogurt. I kind of like it, even though it's silly."

"Oh… thanks," she said taking a spoon out of her pocket and accepting the pudding cup. "I guess I thought the question mark was a typo and you were calling me a pet name." Sam explained. "This pudding is really good. Thanks, Yogurt," she said as the bell rang. This was officially Freddie's new nickname.

"Oh, that's funny," Freddie grinned not surprised at all that Sam kept a spoon on her. "The author does make a lot of typos, but that was correct…"

"Puckett. Benson. Stop breaking the 4th wall!" Mrs. Ackerman bellowed. "Now, open your books to the discussion questions on page 32. You know the drill," she commanded. Mrs. Ackerman sat down and started doing a Sudoku while the other students pulled out their books.

"I didn't bring my book, Yogurt" Sam laughed almost sounding proud of herself.

"I've got mine, Pudding," Freddie said, pulling it out of his bag. They both laughed at the new nicknames. Sam finished her pudding and tossed the plastic cup into the trash from across the room. Throwing things was against the rules, so Sam was pretty lucky Mrs. Ackerman hadn't seen her do it. Freddie opened the book.

The text read:

Discussion Topic: Pregnancy

Share with your partner your knowledge of the following topics related to pregnancy. Refer to the chapter for assistance and guidance.

Cover the following points:

1) What time of the month can women become pregnant?

2) What is the function of a woman's menstrual cycle (or period)?

3) What is menopause?

3) Is birth control moral? What types of birth control exist?

5) Which birth controls protect the user from STDs. Which do not?

"These questions are really getting stupid," Sam said.

"Yeah, I know," Freddie said. "Let's get this over with. Number one."

"Well, duh," Sam said. "A woman can get pregnant anytime, but she's more likely to if she's ovulating."

"Er.. .right," Freddie said, making a mental note to read this chapter very thoroughly later to learn what ovulation was.

"That was easy," Sam said looking at Freddie. "Number two…"

"I'm gonna be honest here, there's a reason I'm in this class. I've got no idea about this stuff," Freddie said.

"Oh," Sam giggled. "Don't worry 'bout it, dude. I'll just tell you then. Basically, once a month a woman's' body releases an egg to be fertilized. If she's had sex recently, then it's fertilized, but otherwise it passes along with a bit of blood. That's her period."

"Seriously? You lose an egg every month?" Freddie said bewildered. He suddenly felt bad for Sam, knowing she was currently on her period. "I guess I never realized that." How could he be 17 and still not know about all of that? It's a good thing this class is required he thought. "I really need to read this chapter," he shared, out loud this time. "Number three?"

"Ha ha," Sam laughed. "Which number three? There's a typo here."

"Oh… the first number three I guess," Freddie replied. Geez! This author does make a lot of typos! Freddie thought.

"Menopause is when a woman runs out of eggs," Sam informed him. "J'Mam-maw says it sucks. She got hot flashes like crazy," she added.

But Freddie was already reading the second number three. "Why would birth control be considered immoral?" he asked her.

"Ask your mom, she goes to church," Sam said.

"Oh, well some people believe that the only reason to have sex should be for reproductive purposes," Freddie remembered.

"What?" Sam said in disbelief. "Shouldn't it be about the emotional connection between two… two lovers?" Sam said hesitantly.

"Yeah," he agreed. "Birth control is definitely a good idea... we…" Freddie stopped. He was about to say something along the lines of 'we should get some already' but he stopped himself, remembering where he was. Sam followed his train of thought though and sent him a wink.

"I think so too," she whispered. Freddie instantly got a boner when Sam winked at him. Wtf? He thought. Random boners are the worst…

"S…so, what types of b…birth control are there?" he said adjusting himself to hide his erection. Sam noticed, of course, and just laughed at him.

"Well, there's condoms… duh," Sam said.

"Isn't there a patch?" Freddie asked.

"Yeah, but I wouldn't trust those," Sam said. "There are also things girls can put… inside themselves… but I wouldn't want to mess with that either," she added uncomfortably.

"Is that it then?" Freddie asked.

"No, you forgot the most common one; the pill," Sam said.

"Huh?" he asked.

"Women can take a pill every day and I guess it blocks the sperm somehow," Sam said. "My mom is on the pill."

"Oh," Freddie said feeling a bit ashamed of his ignorance. "I doubt that one protects you from STDs though," he added thoughtfully.

"I'm pretty sure condoms protect against most STDs," Sam speculated.

"Your guess is as good as mine," Freddie admitted. "Next question.. oh wait, we're done already."

"That was, like, really fast," Sam said. "I told you these questions were dumb."

Freddie raised his hand, but Mrs. Ackerman didn't notice. "Mrs. Ackerman?" Freddie called from across the room.

She looked at him with a scowl on her face. "Yes, Fredward?"

"What are we supposed to do when we are done?" he asked.

"Discussion should last the entire class period," she said shrilly. "Just go back over the questions or read the chapter silently."

Sam rolled her eyes as Ackerman looked back down to her number puzzle. "This is jank," Sam said as a freshman got up to sharpen his pencil without permission.

"She's not paying attention to us," Freddie said watching another boy toss a wad of paper across the room at a girl.

"I've got an idea…" Sam said. With most of the period left she didn't feel like doing nothing at all. Slowly, Sam sank out of her seat onto the floor, out of Mrs. Ackerman's sightline. Catching the eye of a few students as she did so, Sam crawled on her belly straight for the open door. Sam's path took her right in front of the teacher's desk, but with the desk in the way, there was no way Mrs. Ackerman would notice Sam slipping by, especially with all of her attention on the Sudoku on her computer screen.

Freddie was doing his best to hold back laughter as he watched Sam slowly and silently crawl right out of the room. The other students were amazed by her daring. Once outside she stood up and motioned for Freddie to join her.

Knowing he could one-up Sam, Freddie tore a piece of paper in half, scribbled a few words on it, and then walked up to the teacher's desk carrying his book with him. Silently he handed the note to the teacher, who with a sour look on her face, read the note:

'Freddie has a doctor's appointment at 2pm.

-Marissa Benson'

"See you tomorrow then," she huffed, shewing him away. Tossing the note in the trash bin, Freddie walked right out of the classroom and he and Sam headed towards the locker rooms together.

"How did you do that?" Sam asked looking very impressed. She hadn't even seen the note from the hallway.

"I faked a note from my mom saying I had to go to the doctor," Freddie said smugly.

"Good one, Benson," Sam said. "So what do you wanna do for forty minutes?"

"Well, you'd be the expert at skipping class," he complemented. "I've never really done this before, unless you count Tech Theater."

"Well, I might go run another load of laundry in the locker room," Sam said thoughtfully. "And I stole your pearpad yesterday so I was gonna play games on that."

"You took my… when did you take my pearpad?" he asked.

"You left it at Carly's," she said as they entered their room. "You didn't make it very difficult to steal…"

Instead of sitting around in class for forty minutes, Freddie and Sam hung out in the locker room doing laundry, playing games, and making fun of Mrs. Briggs. Freddie met his goal for every lift during weight lifting in gym. Sam met about half her goals, saying things like "I don't really care today anyway," after each failure. It was the truth though. She had had a pretty terrible day after all those quizzes and tests; all she really wanted was to fall asleep in Carly's amazingly comfortable bed.

They finished lifting early again so after a quick shower, Freddie helped Sam fold her clothes. "Do you always fold laundry shirtless?" Freddie asked, staring at her breasts with a stupid grin on his face.

"Do you always have an erection? You had one last period too," Sam smirked not even looking up from the shorts she was folding. Freddie looked down. Indeed, through his pants he could clearly see that his dick was hard.

"How many hours a day do you spend staring at my crotch?" Freddie joked as he adjusted himself to lessen the obviousness of his arousal.

"I'd say about three hours a day," Sam joked giving him a silly 'what-you-gonna-do-about-it' face. She was being so silly. Freddie burst into laughter. Sam started laughing too. "Wow, Benson," Sam said between chuckles. "I had a really lame day, but you cheered me up. Thanks."

"Happy to be of service," he smiled giving her a cheesy salute. "What other services may I offer you ma'am?" he joked, slowly unbuttoning his top button in a seductive manner. Sam began laughing again.

Soon, Sam got her wish. When the bell rang, she and Freddie met Carly in the main hall and they drove to Bushwell Plaza. Freddie went home to read that chapter from sex ed. Upon entering Carly's apartment, Sam immediately went to her friend's bed and fell asleep. Carly, who was feeling a bit left out of the story, started doing jumping jacks on the kitchen table. Let's be honest, if she hadn't been doing something so interesting, I wouldn't be writing about her at all…

**…**


	43. Chapter 43

**Ch. 43**

**…**

"Sammy… Sammy, wake up," Freddie said brushing Sam's hair out of her face later that evening.

"Oh… hey," Sam said sitting up in Carly's bed. She licked her teeth and gums, trying to get that dry I-just-had-a-really-good-nap taste out of her mouth. "What time is it?"

"It's 5:45pm," Freddie said sitting on the end of the bed. "I don't know where Spencer and Carly went," he added.

"Wow, I'm so hungry," Sam groaned as she got out of bed and made her way to Carly's mirror. Her hair was a bit of a mess.

"Actually, that's why I came over here," Freddie said. "You've been craving PEARHOP for a few days, right? Let me take you out tonight!"

Take me out? Thought Sam. Like, out on another date? "But you just took me to PEARHOP on Thursday…" Sam reminded him, happily recalling the amazing time they had shared at PEARHOP last week "… and you paid at the movies too. You don't have to buy me anything else, Freddie."

"Come on," Freddie smiled. "I really want to take you out again. Maybe this time we can just have, like, a normal little date instead of… well, you remember what happened last time," he grinned.

Sam smiled too. She wasn't sure when their hangout time had been renamed 'date time', but she liked it nonetheless. "Alright, you win," Sam said heading for the door with Freddie at her heals. "Then its a date," she smiled. The whole ride there, Sam kept replaying their last excursion to PEARHOP in her head.

**Flashback – Chapter 17**

"Sam, I'm gonna come, "he said. "Fuuuuuck," he moaned quietly into her crotch. He didn't stop licking her as he came in her mouth. The feeling and taste were so arousing, Sam couldn't hold on for much longer. Grinding her clit against his tongue as she swallowed his seed she went over the edge, spasming along with Freddie.

Freddie let a few moans escape as he licked but Sam kept her mouth in place, swallowing his cum as he filled her mouth. Finally, when she was sure he was done; she removed his dick from her mouth and collapsed onto her back, still shaking slightly with pleasure.

"Freddie, that was indescribable," Sam said trying to catch her breath.

"Wow…" he panted sitting up. "You are an animal! I feel like I should have bought you dinner first," he joked.

"Take me to PEARHOP!" Sam said sitting up too, getting excited. "I haven't been to PEARHOP in like, forever!"

"Seriously?" Freddie said. "I was actually joking, but I haven't been there in a while either."

"Oh my God, please take me there for dinner," Sam begged. "I don't have any money but I really want pancakes."

"Okay, that's fine with me," Freddie said.

**…(Still back in time)…**

"Table for two please," Freddie requested at they arrived at PEARHOP Thursday evening. The waitress let Freddie and Sam to the booth in the back corner. Only one other table on their side of the restaurant was occupied and it was 20 feet away at least.

Freddie sat in the corner. Sam, feeling quite cuddly with Freddie due to her recent orgasm earlier that day sat next to him in the booth instead of opposite him. It almost felt like a real date…

"What can I get you to drink?" the waitress said handing them menus.

"A Dr. Peppy for me," Freddie said.

"Make it two," Sam said.

"Okay, I'll have those right out to you," she said walking away.

"This is awesome Freddie. I love the food here." Sam smiled giving him a thankful peck on the cheek and placing her hand on his leg. "Thanks so much for taking me here!"

"I'm glad I make you happy, Baby," Freddie smiled. He liked calling her Baby instead of Buddy…

"You make me really happy," Sam said sliding her hand from his thigh to his crotch under the table. Their oral sex earlier had got her really horny, and Sam was ready for round two.

Freddie's eyes bugged out wide. "What are you doing that here for?" he asked, making no attempt to stop her from touching him. She was now softly petting his dick through his jeans and Freddie found himself growing harder by the second. "Sam, the waitress is coming back!" he warned.

But Sam just continued under the table, accepting her drink with her other hand. Freddie nervously accepted his drink as well, but the girl was completely oblivious to what was going on under the table right in front of her.

"So, have you decided what you would like to eat today?" she asked.

"Oh… uh," Freddie stuttered, feeling distracted. Adrenaline was rushing through his body as Sam pet him under the table.

"I'll have the Breakfast Sampler with extra bacon instead of sausage," Sam said, as though she wasn't up to anything at all. "Oh… nevermind, actually, I could go for some sausage today." Sam winked at Freddie and he blushed, though he had regained his focus enough to order.

"A…and I'll have the number 3 meal," Freddie said absentmindedly. The waitress took their menus and left to put their orders in.

"Sam, are you t…trying to get us caught?" Freddie asked, now placing his hand on her thigh.

"You're not complaining, are you?" she smirked unbuttoning his jeans and then resuming her petting.

"Freddie, I'm so hot for you right now," Sam whispered.

In preparation for their pseudo-date, Sam had changed into a cute little denim skirt after school. Throwing caution to the wind, Freddie slid his hand between her thighs as well and began to rub her clit through her panties. "Fuck!" she moaned, now quite glad she'd made it easy on him.

She kissed his neck and then unzipped his pants and undid his boxer's button, relieving a bit of tension. "Oh God, Sam," Freddie said. Noticing that they were quite alone in their corner of the restaurant he began rubbing her a bit faster. "I can't believe we're doing thi—oh God!" Freddie was very surprised when Sam reached under the table with her other hand too just long enough to pull his firm dick out through his boxers… so surprised in fact that he stopped rubbing her.

"Sam… I…," Freddie stuttered. She was now slowly running her hand up and down his fully exposed shaft under the table. "Oh… oh God, don't stop."

Sam gave his neck a little nibble as she rubbed him down. The placement of the table was such that the only way someone would see them would be if they got on their hands and knees under the table.

"Fuck, Freddie," Sam whispered as he resumed rubbing circles up her skirt. "Oh, shit!" she whispered as another customer approached them. They both froze as the man passed them and entered the restroom in the back. Laughing at herself Sam checked to make sure no one else was around before she reached up her skirt and pulled her panties right off. She stuffed her panties into his pocket. Freddie chuckled when he realized what she had done. They watched the man go back to his table.

"I want you, Baby," Sam hissed sensually. Freddie compiled by replacing his hand up her skirt and slowly sliding his middle finger into her pussy. She moaned and grabbed his cock again getting him even harder as she stroked.

For nearly three full minutes they sat in their corner slowly, tenderly, and quietly touching each other. Their eyes were locked in a passionate gaze of endearment and lust. Grins spread on their faces. Freddie's finger slid in and out at a steady pace causing Sam's arousal to grow with every movement. Sam alternated between petting his head and stroking his shaft. Once or twice she licked her fingers, knowing that he liked the extra lubrication.

Finally, the tension was too much for her and Sam fell over the edge into a smashing orgasm. She grabbed Freddie's thigh with one hand and his wrist with her other as she spasmed. A silent "O" formed on her face and her eyes fluttered shut as ecstasy pumped through her whole body. She collapsed onto his shoulder and Freddie knew to take his hand back. His cock still throbbing, he held her close and kissed her on the top of the head.

"You're welcome," he said smartly. Sam just grinned, taking deep breaths trying to recover. Freddie held her as they watched another patron come and go from the restroom. A few moments after that, their waitress was making her way back to their table carrying all of their food. Freddie felt a little odd accepting his food with his throbbing cock still out under the table.

"Oh my God, I'm so hungry!" Sam smiled poking her sausage with her fork. The waitress filled their drinks and left. "You gave me quite an appetite… but before I get started, I think I could go for some real sausage," she winked.

Checking to make sure no one was looking, Sam slipped under the table on her knees. Not knowing how to react to this, Freddie simply allowed her to suck him off. He did his best to not look suspicious. If anyone looked over, they would assume Sam had gone to the restroom… but Freddie was having a hard time not showing his pleasure on his face.

"Fuck, Sam, this is so… I'm…" Sam lightly pet his balls as she went up and down his shaft with her lips. The feeling was indescribable and Freddie soon found himself cumming hard in her mouth. His "O" face was only slightly less obvious than Sam's. Looking down again he saw Sam giving him a big grin. She gave him a few more licks to clean him up and then carefully put his dick back in his boxers. Freddie zipped his pants as Sam got out from under the table. "Sam that was so fucking good!" he whispered.

Sam grinned and they both started on their dinner

**End Flashback – Chapter 43 again**

As Sam and Freddie entered PEARHOP on Monday Freddie too was replaying the events of the previous Thursday in his head. They were led by a different waitress to the same table from last week.

"I can't believe we did what we did here last time, Pudding," Freddie whispered as he and Sam looked over the menus. "You are an animal, Sam."

"And you are a beast, Benson," Sam said, wishing she wasn't on her period. I guess I'm going to have to settle for this sausage for now she though, eying the breakfast sampler once again.

Sam had a silly smile literally plastered on her face the entire day on Thursday. She couldn't help herself! Finally, she could call herself Freddie's girlfriend again… but she hadn't told Carly yet. She and Freddie agreed that they should wait a few days, just in case. In case of what, they weren't sure. Both were still being a bit ridiculous about the whole thing.

"What's up with you two?" Carly asked as she drove Freddie and Sam home after school.

"What do you mean?" Freddie asked, sounding unnecessarily defensive.

"You're like… all happy and stuff," Carly said. "Why do you guys keep smiling at each other? Are you planning something behind my back?"

"Ha ha. No," Sam said. "I don't know about fudge-bag. I'm just smiling because I'm having a really good day."

"Err… me too," Freddie said, sounding a bit distracted. He was still thinking about how he had just fucked Sam in the shower after gym class 10 minutes ago. "Just excited about the weekend I guess."

Carly didn't believe them, but dropped the subject. Later that night, after planning for iCarly, Carly and Sam decided to watch Girlie Cow, Season 4 Uncensored. Freddie went home to work on a paper he didn't want to do.

"Are you sure about the pudding sketch?" Sam asked as she sat on the couch with Carly. "I mean, I think it's a great idea… I just want to make sure you're cool with all of that pudding between your—"

"You're dating him, aren't you," Carly cut in, changing the subject suddenly.

"What do you mean?" Sam asked, sounding surprised.

"You keep going on our double dates with Freddie, and I keep catching you two kissing," Carly rationalized. "I don't think you're just letting off steam. I think you guys are all smiles because you are actually dating again."

"Was it really that obvious?" Sam giggled.

"You guys are so funny," Carly said. "Why didn't you tell me?!"

"Telling you would make it… I don't know… official I guess," Sam rationalized.

"So, you guys aren't officially dating then?" Carly asked.

Sam grinned as she remembered the circumstances under which she gave her virginity to Freddie last night: him, screaming her name as he begged her to be his girlfriend and he fucked her pussy from behind. She then remembered the shower room floor after class earlier that day: her, on her back, Freddie on top, their eyes locked, their lips locked, so much passion…

"No, we're definitely official," she corrected grinning. "Sorry we didn't tell you, Carls," Sam said. Suddenly, Sam's phone buzzed. It was a text from Freddie.

It read: So, did she figure it out yet?

"Ha ha. Freddie knew you'd figure it out. Look." She showed Carly the phone.

Carly giggled as her brother Spencer hopped into the room. "Hey! You're watching Girlie Cow without me?" he protested.

"We've got all the DVD's, you can watch it some other time," Carly said.

"Oh, right… anyway, guess what?" he said.

Carly paused the TV so she could give him her attention. "I don't know, what?"

"I'm going camping with Socko's cousin this weekend and she wants you two and Freddie to come too! She says she likes your web-show and I don't think she'll go if you guys don't go, and she's super hot, so please do this for me!"

"Oh, camping sounds awesome!" Sam said as she scarfed down some popcorn. "Where are we camping at?"

"Mount Baker National Forest! We are totally going to see a Beavecoon this time!" Spencer said jumping up and down.

"We're not going in a camper again, are we?" Carly asked. She had really wanted to see Bigfoot last time, but they would need to camp much farther into the woods to actually see him.

"Nope. Scout says she can take us canoeing deep into the bowels of Mount Baker Forest," Spencer said.

"Wait..." said Sam. "Socko's cousin, the camper… her name is… Scout?"

"Yeah, why?" Spencer said.

"Of course it is," Sam grinned.

"So, you'll go?" Spencer asked.

"Definitely," Carly smiled. Bigfoot, here I come.

"You know it," Sam said. "I'm sure Freddie can come too, his mom's still in Utah anyway… hold on…" Sam texted him back.

"Great!" Spencer said running to his room, not waiting for Freddie's answer. "Well, I'm going to bed. I've got to get up at 4:30 tomorrow."

"Gross. Why?" Sam asked.

"I gotta get some money out of the bank!" he called from down the hall.

"I think he meant 4:30 pm… or he was joking. Either way, we should be quiet if he's going to sleep. You want to go up to my room?" Carly asked.

"Yeah, sure. Mind if I go ahead and spend the night? I don't want to talk to my mom… we sort of had a fight," Sam shared.

"That's fine, let's go."

So Carly and Sam went up to her room and Spencer slept like a man-child.

**…**


	44. Chapter 44

**Ch. 44**

**…**

I love this free period Freddie thought as he headed for his loft during Tech Theater on Friday. I've got plenty of time to do all my homework at school… I don't even have homework today since I finished that paper last night… "Woah!" Freddie faltered as he entered his loft. On the mattress on the floor laid Sam, on her back wearing nothing but her panties. She was fast asleep and Freddie could only guess that she had skipped class and decided to meet him up here.

Setting his things down quietly, so as not to wake her, Freddie knelt on the mattress beside her. She was so beautiful, just lying there nearly naked. It wasn't lust that drew him towards her body, but love and affection. How easy would it have been to grope her? Very. Even if she caught him, she wouldn't care… but out of respect for her, he kept his hands off her breasts, deciding he wouldn't explore her body unless she was awake and consenting.

She looked like an angel, though he knew she was more like a demon, and Freddie felt an overwhelming desire to join her. He kicked off his shoes, pulled off his shirt since he was hot, and laid on his side beside her, resting a hand on her tummy. His attempt to secretly cuddle failed however, for his touch caused her to stir.

"Oh, you're here," she smiled, yawning. "I wanted to surprise you… but I guess I fell asleep…" Sam rested her hand against his chest and gently pulled at what few chest hairs he had. Freddie leaned in and kissed her softly on the lips, brushing her hair behind her ear as he did so.

"So, what was the surprise supposed to be?" Freddie chuckled.

"Well, I was gonna give you head," Sam stated matter-of-factly. "But I'm just so comfortable right now, I don't think I can move," she grinned.

"I appreciate the thought," Freddie smiled. "How about I return the sentiment?" And without truly obtaining verbal consent, he leaned down and began to lick her nipple.

"Oh, chiz, Freddie," Sam moaned, arching her back. Clearly she approved. "You have no idea how nice that is—Woah!" she called out as he sucked and licked the other nipple. He switched back and forth twice and was quite proud when her eyes rolled back and he heard deeper moaning.

Sam absentmindedly reached down and brushed her fingertips against the front of her panties. "Let me take care of that, Love," Freddie said, pulling her hand away and putting his fingertips where her's had been. Her moaning doubled and he ran his fingers up and down the front of her panties. He could already feel wetness underneath. Freddie would occasionally go in for another lick of her tits, but for the most part he just wanted to watch the pleasure in her eyes as he touched her.

"What did I ever do to deserve such an amazing boyfriend?" Sam said, now grinding gently into Freddie's fingers. It had been almost a full day since they had fooled around again in the shower, but that day had felt like a lifetime.

"Would you mind if I do a bit more for you?" Freddie asked.

"You can do anything you want, baby," she said sleepily. Freddie repositioned himself at her feet and pulled her panties off completely. He then dove in, headfirst and began to lick her clit.

"Oh, fuck me!" Sam called. "This is the best way to wake up, Baby. Oh, chiz! Oh, I love you…"

Freddie was now switching back and forth between penetrating her with his tongue and licking her clit. He stopped only for a moment to suck on his own middle finger, then a few seconds later, he slid his finger inside, palm up.

"Oh, Baby! Yes!" she cried. "Fuck! fuck fuck… fuuuck, oh Freddie!" his tongue went wild on her clit as he probed her with his finger. He could control exactly where and how she was being stimulated, and he loved the control.

Freddie pressed on her G-spot and Sam moaned his name. He knew he was getting her close.

"Baby, I'm cumming! I'm—" her walls tightened around his finger and he held perfectly still as she spasmed. "Oh, chiz…." She collapsed, feeling even weaker than she had when she first woke up.

Freddie pulled his finger out and laid beside her, holding her in his arms. "I love you, Sammy," he smiled.

"But… I was going to give you oral, baby," Sam said, attempting to undo his button even though she could barely move. "I want to… it's your turn…"

"No, Sam," Freddie said softly, pulling her hands away. He was incredibly hard, but before he'd even started, he knew he wanted this encounter to be all about her. "It's okay, Sam. You can owe me. Let's just sleep."

Sam wanted to argue, but the ecstasy of an amazing orgasm was taking over and she soon fell asleep again. Freddie fell asleep too and neither of them had set an alarm. They were 15 minutes late to Sex Ed.

**…**


	45. Chapter 45

**Ch. 45**

**…**

"In 5, 4, 3, 2… 1… Go!" called out the gym teacher at the start of their third timed test.

"You dooon't saaaay the oooone," Sam mocked Freddie playfully as they rounded the first corner. He had to laugh at that. They jogged together, keeping a slow pace for the first two laps. In order to get the highest grade possible, they would need to finish four laps in under nine and a half minutes. They didn't want to beat their previous time by too much, however, so that their next test would be easier.

"You look so sexy in those shorts, Sam," Freddie complimented when they were on a stretch of track away from all the other students.

"I'm so horny right now," Sam smirked. "I've been craving round two since fifth period."

"Oh, well, I'll just have to fuck you in the shower again then, won't I?" Freddie teased. As they approached other students, they quickly changed their subject of conversation, but both were still very aroused. They walked for half of the third lap in order to make their time closer to nine minutes but they picked it back up to a run for the last lap.

"I'll race you to the finish!" Sam challenged as they rounded the final turn.

"Er, I… hey, wait!" Freddie called. But it was too late. Sam had taken off at top speed and even though he ran his fastest, Freddie couldn't catch her.

"I win," Sam grinned as Freddie crossed the line a few second after her.

"We finished in nine minutes," he said checking his watch. "And that wasn't a fair race," he added.

"Well, since we have free time for the rest of the day, how about a rematch? First one back to the school win!" Sam jumped the fence around the track and sprinted towards the doors nearest the athletic wing.

What a girl Freddie grinned as he too jumped the fence and then chased after her. When he arrived at the entrance, Sam was nowhere to be found. Freddie actually had to stop and catch his breath since he was already tired from the timed test. "Sam?" he called. There were a few other kinds form his class around but no Sam, so he got a quick drink from the water fountain and made his way to the locker room, still as horny as ever.

Sam and Freddie always carried their keys to get into the locker room with them, since they always kept it locked. Freddie let himself in and was surprised as the sight he found on the other side of the door. Sam's shoes had been unceremoniously kicked off and not two feet away, her socks and sweaty workout shirt had been tossed down too. As he approached the lockers, he saw her shorts and bra. Following this wonderful trail, Freddie rounded the corner at the lockers to find Sam on her back, on the mat, with her legs spread, just like she had been laying yesterday. She playfully threw her panties in his face when she saw him.

"There you are," Freddie grinned tossing his shirt onto the bench. "You win again."

"Shut up and fuck me, Babe," she begged. "It's all I've been thinking about for hours!"

Freddie, who was already halfway through taking off his socks, did not hesitate to follow this command once his feet were bare. Freddie got on his knees between her legs and, starting just below her navel, trailed kisses up her tummy, between her breasts, on her neck, and to her lips.

Sam pulled his shorts and boxers down halfway and, grabbing the elastic waistband with her toes, pulled them off the rest of the way in seconds. "Damn, you're hard, Baby," Sam said, grabbing his dick. "I want you inside me!"

Freddie bit her collarbone hard and locked lips with her once again as he ran one hand through her hair. "Help me put it in," he asked. Sam gladly aimed his throbbing cock at her entrance and, slowly, he pushed inside.

"Fuuuuuuuuuck," Sam moaned as he slid most of his dick inside. He had to readjust just a bit, but on his second attempt, he slid completely in. "Chiz!"

"Oh, Sammy, you feel so good!" Freddie said, thrusting slowly in and out. Sam's legs were spread wide in the air and she naturally wrapped them around his body, as if she was attempting to hug him with her thighs.

Again, they locked eyes as Freddie thrusted in and out. The smile on his face said it all. All the years of pent up emotion… the weeks of playful exploration… the months of an attempted, premature relationship… the year of bonding that followed… they all lead up to these moments of sexual bliss and intimacy. Sam could not imagine a boy she trusted more. She didn't know any boy she loved more. She loved their history together and knew that, out of all the men she could have possibly chosen to be with, Freddie would be the most loving, the most loyal, the most understanding, and the most passionate lover she could hope for.

"Let me try something," Freddie said after a few minutes of amazing penetration. He slowly leaned back until he was on his knees and, for the most part, his knees were actually under Sam's legs, which were still up in the air. Holding her thighs up, Freddie resumed thrusting from this new sitting position.

Sam immediately began to moan. "Fu… fu… Freddie, I love you so much!" Sam screamed out. "I love how you take control! I love how you're holding my legs up. I love it when you're a bit rough, too. Oh… oh!"

"You're my best friend, and I love to hear you moan, darling," Freddie said between thrusts as he looked down upon her. He realized that in this position, he could play with her clit with his thumb and still fuck her, so he did, and he felt an overwhelming sense of pride as she rolled her eyes back in pleasure.

"Yes! Yes! Y…. oh!" Sam came and her body tensed up. Freddie held still for her as she quivered. She took a few moment to catch her breath. "Oh, Freddie! K…keep going, I want to make you cum."

"Okay, but let's change positions again," Freddie smiled.

"Anything for you dear… oh!" she was surprised when he pulled out and laid on his back next to her. "Will you be on top?" Freddie requested.

"Hell yeah!" Sam grinned, rolling onto him and straddling his cock. "I've wanted to be on top for, like, ever, but you're so good at taking control, I just sort of let you do it," she said.

"Shut up and fuck me, Sam," Freddie grinned, mimicking the way she had greeted him upon his arrival. Sam happily accepted the challenge and lowered herself onto his rock hard dick.

"Chiz!" Sam called as she sat all the way down. If she thought Freddie had been deep before, this was a whole new level of deepness. "What do you think?" She asked after raising and lowering herself a few times.

"I love it, Babe," Freddie moaned. Sam was quite proud; he hadn't moaned this much last time or any other time she had touched him. "I really love just letting you be in control," he said.

"Well then, let me do this," Sam said grabbing his hand off of her waist and placing them behind his head on the mat. He had been slowly thrusting back each time Sam went down on him but, once she held his wrists above his head in the position of surrender, he quickened the pace.

Freddie felt as if Sam was completely dominating him, and he loved it. In reality though, Sam was now leaning over him more and, in this new kneeling position, she was holding nearly completely still. In fact, Freddie was completely in control of the pace, fucking upwards into her dripping wet pussy, causing her breasts to bounce. Even still, with Sam on top, holding his arms down, he felt that she was the one in control.

All the arguing over the years was always about being right… about being in control. It's no surprise that Freddie and Sam both find it arousing to be completely in control or being completely dominated.

"Oh, Freddie , fuck!" Sam moaned, moving her hands to his shoulders, still pushing down on him. Freddie was moaning too, louder than ever. "I want you to cum inside me, okay Baby? I want to feel that hot jizz inside me."

"I'm so… oh… close Sam, dear," Freddie said keeping his thrusting at a steady pace. "Fuck! Sam! Sam! Sa… oh, fuck!"

Freddie came hard, filling Sam with his cum. Moments later, reacting to his hot jizz, Sam came for a third time that day. In the excitement, Freddie smacked Sam on the ass once or twice. This surprised Sam, but she liked it very, very much.

Sam collapsed onto him and Freddie held her in his arms. "Wow, now we really need a shower," he grinned."

"Give me a minute, hun, I don't think I can stand.. oh!" Sam became extremely sensitive when Freddie moved a bit. "Um, can we, like…"

"Yeah, hold on…" Freddie lifted her up a bit and pulled his dick out of her. They both shuddered with pleasure once more as he removed himself from her premises. They laid still for another 10 minutes as they regained their strength. Sam laid beside Freddie and played with his chest hair while Freddie played with her boob, just because he was allowed to. That made Sam laugh. "So… shower time?" Freddie asked after a while.

"Yeah, sure, Fred-love," she smile. "As long as I get to wash you." They washed each other, which was very romantic, and they dried each other after words too. Freddie liked her new nickname for him. 'Fred-love' was way better than 'Fred-lumps' or 'Frederly'.

**…**

Alright, guys. That's all the original author, Pock, wrote for the story. Think I should continue it? leave a review &amp; maybe some ideas on how if you guys think I should.


	46. Chapter 46

**Ch. 46**

**…**

**After their shower, &amp; shower sex, they went to Sam's room, got in her bed, &amp; went to sleep. Freddie began to dream after getting to sleep.**

**Sam &amp; Freddie are showering together in Sam's shower some time before this one. They're Freddie's rubbing body wash all over Sam, she's facing away from him. He started at her back, but then got to her breasts &amp; began to caress &amp; squeeze them. Sam moaned in pleasure at the feeling. She then reached down to his dick &amp; grabbed it, then started moving her hand back &amp; forth along his length. After another minute of this, they couldn't wait any longer. Sam turned off the shower, they got out, dried off, then went into her room, &amp; ran to the bed, where they immediately kissed deeply. Freddie quickly realized he didn't have any protection, so he turned around, but Sam immediately stopped him.**

"Why'd you stop me? I was going to get-" she placed her finger on his lips.

"Trust me, it's ok. I want you without one. It'll be alright," she said &amp; he wasted not time in going back to work.

**He reached down to her pussy &amp; started rubbing her. She started jerking him again. He then turned them over so he was on top. He was perfectly lined up with her entrance. He looked at her &amp; she nodded for him to go further. He then moved his hip forward &amp; entered her. He entered slowly, getting to a barrier. He looked at her again &amp; she nodded again. He pushed in further &amp; broke the barrier, then continued until he was all the way in. He stopped at that to let her recoup. After a bit, she nodded for him to continue. He then started pulling out. He pushed back in, then pulled out. He steadily sped up &amp; got into a nice rhythm. He then got faster &amp; faster, which caused her more pleasure, making her wrap her legs around his waist.**

"I'm gonna cum, Sam!" he yelled.

"Do it inside me!" she yelled.

"You sure?"

"Yeah. I've started taking birth control, so we're good."

"OK," he said, then started to speed up even more, then let it out. The feeling of his stuff entering her caused her to cum as well. They then layed there, until Freddie rolled off &amp; they fell asleep, cuddling. Freddie then came out of his dream &amp; barely woke up several minutes after falling asleep. He cuddled into Sam more.

"You ok, baby?" Sam asked him.

"Yeah, just had a dream of our first time."

"You sure?"

"Mostly. It might've changed a bit since we did it, but I remember the way I felt when we did it the first time &amp; it was amazing."

"Good to hear it," she says &amp; they went to sleep once more.

**…**


	47. Chapter 47

**Ch. 47**

**Alright, guys the finale. Enjoy for my crack at it since it wasn't finished properly by its original writer got kicked off the site &amp; apparently gave up. Man, I feel like Judd Lynn during _Power Rangers RPM_ must've felt when he replaced the original producer. Watch Linkara's _HOPR RPM_ to fully get that reference if you don't get it already. Also, check out the 'bonus chapter' in my _Austin &amp; Ally_ story to get a version of this chapter from their perspective, if you want. I just ended that story as well, so check it out.  
**

**…**

**Freddie, Sam, &amp; Carly were setting up to do iCarly. Carly's boyfriend was helping set up the mic &amp; instruments for the special guest performers' band.**

"Alright, you all set?" Carly asked Freddie, who was setting up his computer equipment.

"Just about," he responded.

"Well, hurry up. The band is going to be here by the end of the hour &amp; I wanna get our stuff out of the way."

"Don't worry. Weve still got 5 minutes until our usual start time &amp; I'm almost done setting everything up. Just gotta do some final tests to make sure everything's gonna work like I always do."

"Well do it fast."

"Hey," Carly's boyfriend said. "Lighten up on him."

"I just wanna make sure everything goes right," she responded to him.

"Don't they always?" he asked her.

"Well, yeah, but-"

"So what's the worry?"

"Nothing, I guess."

"Good. Now, I've set up the drums &amp; I have the mics &amp; guitars behind here. Freddie, you got the audio capture stuff ready?"

"Yep. Just gotta sync the mics before they start &amp; we're good."

"Alright. Well, I'll go wait downstairs for the band to get here, then I'll text you went they do," he said, starting to walk towards the door. "See you later," he said to Carly, then kissed her. He then walked out the door.

"You haven't told him this is the last episode?" Freddie asked.

"Not yet. I'll let him know at the time we let our fans know."

"Ok."

"So, we ready to start this bitch?" Sam said, eating a rib.

"In just a few minutes. You might wanna grab a napkin to wipe your face off," Freddie said to Sam.

"Hmm?" she said, then looked in the mirror they had for a sketch &amp; realized Freddie was right. She had barbeque sauce all over her face. He handed her a paper towel. "Thanks," she said, then used it to wipe her face.

"You like your meat, don't you?"

"Oh, you know I do," she said, causing him to smile &amp; bush.

"You ok?" Carly asked him.

"Hmm? Oh. Yeah," he responded, then went back to his computer.

"What's with him?" Carly asked Sam.

"Just a bit of meat envy," Sam responded, then walked over to the container of her ribs &amp; put the bone to her rib in it, then closed it, saving the rest for later.

"Ok, you guys ready to start?" Freddie asked.

"When am I not?" Carly responded.

"Sure," Sam responded with as much enthusiasm as a rock.

"Alright, get ready. In 5, 4, 3, 2…" he pointed to them &amp; they started the show.

**45 minutes later…**

**_Knock, knock, knock._ someone pounded on the door. Carly's boyfriend went over to the door &amp; opened it. On the other side was the band.**

"Well hello, gentlemen," he said, then let them in. He sent a text to Carly that the band is there, then lead them upstairs.

**Upstairs…**

**Carly heard the chime on her phone &amp; she looked at the text while Freddie was wrapping up his "Tech Time" skit. She then motioned to Freddie, who finally wrapped it up, then went to the side &amp; the girls got in front of the camera.**

"Ok, everyone. Before we get to the final thing of the night, we have a sad announcement," Carly said, then the door opened &amp; Freddie quickly motioned for them to get behind him &amp; wait. "Tonight is our last episode of iCarly," she said &amp; Sam played the 'aww' sound effect on her remote. "Don't fret. It's mostly because our senior year is wrapping up &amp; we're all going to different colleges &amp; our first attempt to do a multi-location webcast was, at best, a disaster. Also, we have a treat for all of you. Here to play our last show out is Austin Moon, Dave Days, Alex Goot, &amp; their drummer!" she said &amp; Sam played the cheering sound effect on her remote, then the guys came out. Carly's boyfriend started setting up the instruments &amp; mics. Austin, Alex, Dave, &amp; the drummer then came in front of the camera &amp; hugged them.

"Hey guys, thanks for coming," Carly said.

"Thanks for having us," Austin said.

"So, you wanted to make a big announcement before playing?" Sam asked.

"Yep. In cases no one knows, we're going on a nationwide tour to promote our new crossover album, 'Ready, Set, Rock.' Tickets can be found on any of our websites, hopefully on here as well?"

"Of course," Carly said &amp; nodded.

"And our album can be bought through iTunes, so yeah," he said, then they went behind the girls to get to their instruments. "Sorry, I suck at segues," he said &amp; they set everything up.

"Yeah," Carly said. Freddie is pairing the mics to his laptop's audio capturing software for later upload.

"So, anyways," Sam said, looking over to Freddie, who gave a thumbs up.

"With no further delay," Carly started. "We're honored to introduce…"

"M.A.D.," (Austin Moon, Alex Goot, Dave Days), they both said at the same, then went behind the camera &amp; they started playing. Austin sang &amp; played lead, Dave took bass, &amp; Alex took keyboard. Freddie took his handheld camera &amp; started walking around with it, after switching camera POV's.

Outside of the party where it's gettin' too loud

Outside of the party where it's gettin' too loud  
It feels like we're the only ones alone in the crowd  
Chat college and politics in time that we spend  
You look back and you say you think you lost all your friends  
And I'm hoping that it's all my fault  
Yeah, I'm hoping that it's all my fault

Hey, let's not be alone tonight  
Hey, let's not be alone tonight (You don't have to be alone)  
No it don't, no it don't mean love  
But it might, but it might be love  
Hey, let's not be alone tonight (You don't have to be alone)

**Dave:**

Not wrong if you come on strong, 'cause life is too short (Yeah)  
I like how we get along like snow and New York (Yeah)

**Alex:**

All good if you change your mind, you know where I stand (Yeah)  
Look back and I say to you I lost all my friends

**Austin:**

And I know you know it's all your fault  
Yeah, I know you know it's all your fault

Hey, let's not be alone tonight  
Hey, let's not be alone tonight (You don't have to be alone)  
No it don't, no it don't mean love  
But it might, but it might be love  
Hey, let's not be alone tonight (You don't have to be alone)

**Alex:**

And I know it's gotta be my fault  
Yeah, I know it's gotta be my fault

**Sam thought of the song's lyrics, then looked at Freddie. She had a lust-filled gaze in her eyes &amp; decided she couldn't keep their relationship secret anymore.**

**All:**

La la la la la  
La la la la la, yeah  
La la la la la  
La la la la la, yeah

La la la la la  
La la la la la  
La la la la la  
La la la la la

**(Basically skip those to the next verse. They do't matter in the long run, they just continue under the next verse)**

**Austin:**

And we may never feel the same  
I'm just glad that you came  
Am I right or is it all in my head?

Hey, let's not be alone tonight (You don't have to be alone)  
Hey, let's not be alone tonight (You don't have to be alone)  
No it don't, no it don't mean love  
But it might, but it might be love  
Hey, let's not be alone tonight (You don't have to be, hey!)  
You don't have to be alone tonight  
Hey, You don't have to be alone tonight (You don't have to be alone)

No it don't, no it don't mean love  
But it might, but it might be love  
Hey, let's not be alone tonight (You don't have to be alone)

**They finished the song, &amp; were gearing up for another, but then Sam switched the camera's POV &amp; dragged Freddie to the center of the frame in front of the band.**

"Sam, what are you doing?" Freddie asked.

"I can't keep this a secret anymore. Freddie, I love you &amp; I wanna be with you. More than what we have now."

"Really?"

"Yes &amp; I now you feel the same."

"I do. You know I do."

"So?"

"Yes, I wanna be your boyfriend," he said, then she kissed him deeply. Everyone had a look of surprise at what just transpired.

"So, that just happened," Carly said, coming on screen. "Why didn't you guys tell me you're in love?"

"We just wanted to keep it secret until the time was right," Freddie said.

"Well, alright then. Austin, you guys got a few good songs to celebrate this occasion?"

"Do we?" he asked, turning back to the guys &amp; they huddled together to discuss. He then turned back towards them. "Alright, we've got the songs, written by my man Dave here. Here we go!" he said, then they started. Austin &amp; Dave switched places so he was on his left where Dave was.

I woke up (Woke up)  
In the middle of the night  
Out of luck (Out of luck)  
With this girl on my mind  
(She got away now,  
I'm trying to explain how)

I fell in love (I Fell in love)  
That's what I like to call it  
But not enough (But not enough)  
It's like I never saw it

(Drifting away I am  
Finding words to say)  
But it all goes  
Whoa **(x8)**  
(But it all goes)

What does it take to get you (Get You)  
If I never met you (Met you)  
I wouldn't have ran  
Across the country like  
I'm out of my mind

What does it take to hold you  
(Ah Ohh aah Ohhhhh)  
When I'm here without you  
(Ah Ohh aah Ohhhhh)  
I don't know where to start (Know where to start)  
I gotta find you and your heart (Your heart, your heart)  
Before it falls apart

**(Short Instrumental)**

I stayed up (Stayed up)  
In the dead of the night  
I made plans (Made plans)  
If they turn out right  
(You'll close your eyes and  
Think about the times when)  
Think about it

We fell in love (Fell in love)  
But didn't try to say it  
Knew what it was (Knew what it was)  
The moment that we played it

(We all lose sometimes  
I can't get her off my mind)  
I can't get her

(Whoa whoa) (What does it take?)  
I'm Finding words to say  
But it all goes  
(Whoa whoa) (What does it take?)

What does it take to get you  
If I never met you  
I wouldn't have ran  
Across the country like  
I'm out of my mind

What does it take to hold you  
(Ah Ohh aah Ohhhhh)  
When I'm here without you  
(Ah Ohh aah Ohhhhh)  
I don't know where to start (Know where to start)  
I gotta find you and your heart (Your heart, your heart)  
Before it falls apart

What does it take to make it real  
The world still spins and  
I'm still feeling  
Your hand right next to mine  
(I play it back thousand times)

I wish I took a photograph  
For every moment that we laughed  
I'm hung up and can't relax  
(Because she's so far way)

What does it take to get you **(x3)** (Whoa)  
If I never met you (Whoa)  
I wouldn't have ran  
Across the country like  
I'm out of my mind

What does it take to hold you  
(Ah Ohh aah Ohhhhh)  
When I'm here without you  
(Ah Ohh aah Ohhhhh)  
I don't know where to start (Know where to start)  
I gotta find you and your heart  
Before it falls apart

(Whoa) (...)  
(What does it take)  
I'm finding words to say  
Before it falls apart **(x2)** (What does it take)  
Yeah yeah  
Before it falls apart...

**They finished, the song, then got encore cheers from the gang.**

**They broke up, then moved the keyboard front &amp; center &amp; Austin moved to his right where Alex was &amp; Dave went back to the left.**

"Alright, this one goes to our two friends here who found where they belong, with each other," Austin said, then they started playing, the opening piano &amp; guitar started off, Alex sang.

I was lost, but now I see  
Just let it the rain on me  
I'm right where I belong

And the truth will set you free  
It's too bad I don't believe  
I'm right where I belong

I think I've fallen and I can't get up  
No I can't up this time

So I'm head back to the city of angels  
My life was plain and simple  
And my flag is up, I surrender  
We're here, the plane has landed  
I'm right where I belong

I wanna go where nobody knows me  
And burn up in a blaze of glory  
And my flag is up I surrender  
We're here, the plane has landed  
And I'm right where I belong

I'm right where I belong

Too many days, I kinda tripped here  
But now I'm getting up  
I'm right where I belong

And I'm letting go (Yeah, I gotta surrender)  
I'm doing my best, but it's not good enough  
I'm right where I belong

'Cause I have finally fallen and I can't get up  
No I can't up this time

So I'm headed back to the city of Angels  
My life was plain and simple  
And my flag is up, I surrender  
We're here the plane has landed  
I'm right where I belong  
I wanna go where nobody knows me  
And burn up in a blaze of glory  
And my flag is up, I surrender  
We're here the plane has landed  
I'm right where I belong

(I surrender, I surrender, I surrender)  
I'm right where I belong  
(I surrender, I surrender, I surrender)  
And I'm right where I belong

**They finished the song &amp; put down their instruments, then the girls closed it out.**

"Alright," Carly started, both clapping &amp; walking into frame. "Thanks to our very special guests, M.A.D. for providing some great music to close out the show."

"No prob," Austin said &amp; they all stood to the side of the frame.

"And, thanks to all of you who've been very supportive to us over the years, I know I'll miss this show here, but we all gotta move on sometime, right?"

"Yeah, so thanks for following us &amp; we'll see ya," she said, saluting. "Freddie, get in here," she said &amp; he got in frame in the middle of them, hugging them both.

"Bye," they all said &amp; waved. The band also waved. Carly's boyfriend then went to the computer, which Freddie taught him to control in case they ever needed him to fill in.

"And...clear!" he said, then they all broke away &amp; went over to the computer. The band went over to their instruments &amp; started to pack them up. They brought them over earlier in the day for early setup.

"So, what do you guys wanna do for dinner?" Carly asked.

"I don't know, pizza?" Sam suggested.

"Pizza it is!" Carly said, dialing the number for the pizza place &amp; walking away to talk to the person who answers.

"You're still hungry after all that meat?" Freddie asked her.

"With the amount of times I crave &amp; stick yours down my throat in any given week, is it any surprise?" she asked, making him blush again.

"I guess not."

"Although, I have been craving more meat than usual today."

"Really?"

"And my body has been feeling weird for the last week after I didn't get my…" she paused, with sudden realization. Freddie looked at her. She then ran downstairs. Freddie ran after her. He was downstairs &amp; saw that the window to the fire escape is open. He went out on to the escape to talk to Sam. She looked at him.

"Hey," he said.

"Hey," she said.

"So, you wanna talk?"

"Not really."

"We're going to have to eventually."

"I know, but not now."

"Hey," Austin said, coming out on the escape.

"Austin? What are you doing out here?"

"Carly wanted to know if you guys wanted your usual pizza toppings. Why are you out here instead of inside?"

"We were just talking," Sam said with intensity in her voice.

"Sam might be...pregnant," Freddie said to Austin.

"Oh. Well, what are you guys gonna do?"

"We haven't discussed that yet."

"Whatever you do, don't run away. I had a girlfriend I heavily suspect I got pregnant &amp; I'm trying to find her. She's good at it though. Evaded me for nearly a few years now. Trust me, it's not that great."

"I know," a voice came from behind him. He looked behind him.

"You!" Austin yelled, then walked over to him.

"Why the hell do you keep interfering in my life!?"

"Who's this guy?" Freddie asks.

"Just some asshole who's been coming in &amp; out of my life for the last several years now."

"Hey, hey. Calm down. Everything will be answered eventually."

"Really? Everything?"

"Kinda sorta. Now, Sam &amp; Freddie. Listen to Austin here," he walks on the other side of Sam &amp; crouches down. "He knows what he's talking about. Plus, I've had the pleasure of seeing how your relationship has blossomed for a while &amp; you guys have a great bond. One which I wish I had with a girl. I've also had the daunting task of seeing where your story will end up," he looks directly at Sam. "Bottom line; Sam, it'll be ok. I mean, have you ever known Freddie to run away from something?"

"No. I haven't."

"So you have nothing to worry about. Let him show you," he says, then stands up &amp; nods to Freddie &amp; backs up &amp; leans against the rail.

"Sam," Freddie says after crouching in front of Sam. "I love you. Trust me when I say I won't give up on you. You're beautiful &amp; I wanna see this through."

"Oh, Freddie. Thank you."

"You're welcome," he says, then kisses her. Austin looks up from them at the guy &amp; nodded, with his hands in his pockets. The guy just stood there.

"Hey, guys," Carly said, coming out on the escape. They all looked at her. "What are you doing? I'm waiting to tell this guy what to put on your pizzas."

"Oh, we were just talking to…" Sam says, turning her head, but the guy was gone.

"Who?"

"Me," Austin said. "They had a problem that I helped them figure out."

"Oh, ok. So, anyways, your uges?" they nodded at her &amp; she went back inside, talking on the phone.

"Who was that guy?" Freddie asked.

"Don't now, but I swear I'm gonna beat it out of him," Austin responded. "Anyways, you guys good now?"

"Definitely, right, Sam."

"Yeah."

"Good to know. I'll leave you guys alone now," he said, then went back inside.

"Nice guy," Freddie said, turning his head back to Sam.

"Yeah, but are we ready for this?" Sam asks.

"We'll see," he tells her then she put her head to his chest &amp; he puts his arm around her as they stared off into the sky.

**…**

**How was that? Threw a bit of my Austin &amp; Ally fic writing style in there, but I think it turned out great. Hopefully I did the original justice. See you guys in my future endeavors.**

**Alternate song. (Basically before I changed it to 'What Does It Take,' I put 'I'd Do Anything' in its place originally. Enjoy.**

"Well, alright then. Austin, you guys got a good song to celebrate this occasion?"

"Do we?" he asked, turning back to the guys &amp; they huddled together to discuss. He then turned back towards them. "Alright, we've got a song. We've sort of practised it, but this is our band's first performance of it. Here we go!" he said, then they started.

**Austin:**

Another day is going by  
I'm thinking about you all the time  
But you're out there  
And I'm here waiting

**Dave:**

And I wrote this letter in my head  
Cuz so many things were left unsaid  
But now you're gone  
And I can't think straight

**Alex:**

This could be  
the one last chance  
To make you understand, yeah

**A mix of all 3:**

I'd do anything  
Just to hold you in my arms  
To try to make you laugh  
Somehow I can't put you  
in the past  
I'd do anything  
Just to fall asleep with you  
Will you remember me?  
'Cuz I know I won't forget you

**Dave:**

Together we forget all the rules  
Dreaming of dropping out of school  
And leave this place  
To never come back

**Austin:**

This could be the one last chance to make you understand  
And I just can't let you leave me once again, yeah

I'd do anything  
Just to hold you in my arms  
To try to make you laugh  
Somehow I can't put you in the past  
I'd do anything  
Just to fall asleep with you  
Will you remember me?  
'Cuz I know I won't forget you

**Alex:**

I close my eyes  
And all I see is you

**Austin:**  
I close my eyes  
I try to sleep I can´t forget you  
Nanana Nanana (...)  
And I'd do anything for you  
Nanana Nanana na na na (...)

I'd do anything  
Just to hold you in my arms  
To try to make you laugh  
Somehow I can't put you in the past

**Alex:**

I'd do anything  
Just To fall asleep with you  
To fall asleep with you, with you, yeah

**Dave:**

I'd do anything just  
To fall asleep with you  
I'd do anything  
There's nothing I won't do  
I'd do anything  
To fall asleep with you  
I'd do anything  
'Cuz I know  
I won't forget you

**Just thought to include it. Take it how you will. Well, guys, see ya.**

**PEACE...**


	48. Semi-Bonus Chapter

**Bonus chapter:**

**A version of the last chapter focusing on the POV of Austin from my _Austin &amp; Ally_ story, so enjoy. Again, sorry for any disappointments, but I thought to include it here to round out the chapters to an even 48. Plus, some things in this one are a bit better than the original, but anyways...  
**

**...**

**May, 2015...**

**Austin, Dave, &amp; Alex were at their hotel room, waiting to go to the iCarly studio to play their gig. It was 7:00 &amp; she said to get there by 7:45 at the earliest when they were dropping off their stuff earlier that day.**

"So, what songs are we gonna play when we get there?" Austin asked the other guys. "I mean, Im gonna play my newest song on our album, I've decided, but what about you guys?"

"I don't know," Dave said. "Maybe 'We're Just Kids' for me. Possibly 'What Does it Take.'"

"Maybe 'Wake Up Call' for me, or maybe 'Right where I Belong.'"

"Alright, we have choices &amp; back-ups. If you guys have any more, we'll discuss it with our drummer when we get there," Austin said &amp; they agreed, then went back to watching the TV.

**45 minutes later…**

**_Knock, knock, knock._ Austin knocked on the door. The door opened &amp; Carly's boyfriend answered.  
**

"Well hello, gentlemen," he said, then let them in. He sent a text to Carly that they were there, then lead them upstairs.

**Upstairs…**

**The guys got lead into the room &amp; waited near the door for their queue. Freddie quickly motioned for them to get behind him &amp; wait.**

"Tonight is our last episode of iCarly," she said &amp; Sam played the 'aww' sound effect on her remote. The guys were certainly surprised. "Don't fret. It's mostly because our senior year is wrapping up &amp; we're all going to different places &amp; our first attempt to do a multi-location webcast was, at best, a disaster. Also, we have a treat for all of you. Here to play our last show out is Austin Moon, Dave Days, Alex Goot, &amp; their drummer!" she said &amp; Sam played the cheering sound effect on her remote, then the guys came out. Carly's boyfriend started setting up the instruments &amp; mics. Austin, Alex, Dave, &amp; the drummer then came in front of the camera &amp; hugged them.

"Hey guys, thanks for coming," Carly said.

"Thanks for having us," Austin said.

"So, you wanted to make a big announcement before playing?" Sam asked.

"Yep. In cases no one knows, we're going on a nationwide tour to promote our new crossover album, 'Ready, Set, Rock.' Tickets can be found on any of our websites, hopefully on here as well?"

"Of course," Carly said &amp; nodded.

"And our album can be bought through iTunes, so yeah," he said, then they went behind the girls to get to their instruments. "Sorry, I suck at segues," he said &amp; they set everything up.

"Yeah," Carly said. Freddie's pairing the mics to his laptop's audio capturing software for later upload.

"So, anyways," Sam said, looking over to Freddie, who gave a thumbs up.

"With no further delay," Carly started. "We're honored to introduce…"

"R.A.D.," they both said at the same, then went behind the camera &amp; they started playing.

**Austin sang &amp; played lead, Dave took bass, &amp; Alex took keyboard. Freddie took his handheld camera &amp; started walking around with it, after switching camera POV's.**

Outside of the party where it's gettin' too loud

Outside of the party where it's gettin' too loud  
It feels like we're the only ones alone in the crowd  
Chat college and politics in time that we spend  
You look back and you say you think you lost all your friends  
And I'm hoping that it's all my fault  
Yeah, I'm hoping that it's all my fault

Hey, let's not be alone tonight  
Hey, let's not be alone tonight (You don't have to be alone)  
No it don't, no it don't mean love  
But it might, but it might be love  
Hey, let's not be alone tonight (You don't have to be alone)

**Dave:**

Not wrong if you come on strong, 'cause life is too short (Yeah)  
I like how we get along like snow and New York (Yeah)

**Alex:**

All good if you change your mind, you know where I stand (Yeah)  
Look back and I say to you I lost all my friends

**Austin:**

And I know you know it's all your fault  
Yeah, I know you know it's all your fault

Hey, let's not be alone tonight  
Hey, let's not be alone tonight (You don't have to be alone)  
No it don't, no it don't mean love  
But it might, but it might be love  
Hey, let's not be alone tonight (You don't have to be alone)

**Alex:**

And I know it's gotta be my fault  
Yeah, I know it's gotta be my fault

**All:**

La la la la la  
La la la la la, yeah  
La la la la la  
La la la la la, yeah

(La la la la la  
La la la la la  
La la la la la  
La la la la la)

**(Basically skip those to the next verse. They do't matter in the long run, they just continue under the next verse)**

**Austin:**

And we may never feel the same  
I'm just glad that you came  
Am I right or is it all in my head?

Hey, let's not be alone tonight (You don't have to be alone)  
Hey, let's not be alone tonight (You don't have to be alone)  
No it don't, no it don't mean love  
But it might, but it might be love  
Hey, let's not be alone tonight (You don't have to be, hey!)  
You don't have to be alone tonight  
Hey, You don't have to be alone tonight (You don't have to be alone)

No it don't, no it don't mean love  
But it might, but it might be love  
Hey, let's not be alone tonight (You don't have to be alone)

**They finished the song, &amp; were gearing up for another, but then Sam switched the camera's POV &amp; dragged Freddie to the center of the frame in front of the band.**

"Sam, what are you doing?" Freddie asked.

"I can't keep this a secret anymore. Freddie, I love you &amp; I wanna be with you. More than what we have now."

"Really?"

"Yes &amp; I now you feel the same."

"I do. You know I do."

"So?"

"Yes, I wanna be your boyfriend," he said, then she kissed him deeply. Everyone had a look of surprise at what just transpired.

"So, that just happened," Carly said, coming on screen. "Why didn't you guys tell me you're in love?"

"We just wanted to keep it secret until the time was right," Freddie said.

"Well, alright then. Austin, you guys got a few good songs to celebrate this occasion?"

"Do we?" he asked, turning back to the guys &amp; they huddled together to discuss. He then turned back towards the other guys. "Well, what do we have, guys?" he asked them.

"'What Does it Take,' definitely," Dave said.

"Great, Alex?" Austin asked turning to him.

"'Right Where I Belong' for sure," he said.

"Good. Break," Austin said &amp; they went back to where they were. "Alright, we've got the songs, written by my man Dave here. Here we go!" he said, then they started. Austin &amp; Dave switched places so he was on his left where Dave was, once they realized they needed to switch.

I woke up (Woke up)  
In the middle of the night  
Out of luck (Out of luck)  
With this girl on my mind  
(She got away now,  
I'm trying to explain how)

I fell in love (I Fell in love)  
That's what I like to call it  
But not enough (But not enough)  
It's like I never saw it

(Drifting away I am  
Finding words to say)  
But it all goes  
Whoa **(x8)**  
(But it all goes)

What does it take to get you (Get You)  
If I never met you (Met you)  
I wouldn't have ran  
Across the country like  
I'm out of my mind

What does it take to hold you  
(Ah Ohh aah Ohhhhh)  
When I'm here without you  
(Ah Ohh aah Ohhhhh)  
I don't know where to start (Know where to start)  
I gotta find you and your heart (Your heart, your heart)  
Before it falls apart

**(Short Instrumental)**

I stayed up (Stayed up)  
In the dead of the night  
I made plans (Made plans)  
If they turn out right  
(You'll close your eyes and  
Think about the times when)  
Think about it

We fell in love (Fell in love)  
But didn't try to say it  
Knew what it was (Knew what it was)  
The moment that we played it

(We all lose sometimes  
I can't get her off my mind)  
I can't get her

(Whoa whoa) (What does it take?)  
I'm Finding words to say  
But it all goes  
(Whoa whoa) (What does it take?)

What does it take to get you  
If I never met you  
I wouldn't have ran  
Across the country like  
I'm out of my mind

What does it take to hold you  
(Ah Ohh aah Ohhhhh)  
When I'm here without you  
(Ah Ohh aah Ohhhhh)  
I don't know where to start (Know where to start)  
I gotta find you and your heart (Your heart, your heart)  
Before it falls apart

What does it take to make it real  
The world still spins and  
I'm still feeling  
Your hand right next to mine  
(I play it back thousand times)

I wish I took a photograph  
For every moment that we laughed  
I'm hung up and can't relax  
(Because she's so far way)

What does it take to get you **(x3)** (Whoa)  
If I never met you (Whoa)  
I wouldn't have ran  
Across the country like  
I'm out of my mind

What does it take to hold you  
(Ah Ohh aah Ohhhhh)  
When I'm here without you  
(Ah Ohh aah Ohhhhh)  
I don't know where to start (Know where to start)  
I gotta find you and your heart  
Before it falls apart

(Whoa) (...)  
(What does it take)  
I'm finding words to say  
Before it falls apart **(x2)** (What does it take)  
Yeah yeah  
Before it falls apart...

**They finished, the song, then got encore cheers from the gang.**

**They broke up, then moved the keyboard front &amp; center &amp; Austin moved to his right where Alex was &amp; Dave went back to the left.**

"Alright, this one goes to our two friends here who found where they belong, with each other," Austin said, then they started playing, the opening piano &amp; guitar started off, Alex sang.

I was lost, but now I see  
Just let it the rain on me  
I'm right where I belong

And the truth will set you free  
It's too bad I don't believe  
I'm right where I belong

I think I've fallen and I can't get up  
No I can't up this time

So I'm head back to the city of angels  
My life was plain and simple  
And my flag is up, I surrender  
We're here, the plane has landed  
I'm right where I belong

I wanna go where nobody knows me  
And burn up in a blaze of glory  
And my flag is up I surrender  
We're here, the plane has landed  
And I'm right where I belong

I'm right where I belong

Too many days, I kinda tripped here  
But now I'm getting up  
I'm right where I belong

And I'm letting go (Yeah, I gotta surrender)  
I'm doing my best, but it's not good enough  
I'm right where I belong

'Cause I have finally fallen and I can't get up  
No I can't up this time

So I'm headed back to the city of Angels  
My life was plain and simple  
And my flag is up, I surrender  
We're here the plane has landed  
I'm right where I belong  
I wanna go where nobody knows me  
And burn up in a blaze of glory  
And my flag is up, I surrender  
We're here the plane has landed  
I'm right where I belong

(I surrender, I surrender, I surrender)  
I'm right where I belong  
(I surrender, I surrender, I surrender)  
And I'm right where I belong

**They finished the song &amp; put down their instruments, then the girls closed it out.**

"Alright," Carly started, both clapping &amp; walking into frame. "Thanks to our very special guests, R.A.D. for providing some great music to close out the show."

"No prob," Austin said &amp; they all stood to the side of the frame.

"And, thanks to all of you who've been very supportive to us over the years, I know I'll miss this show here, but we all gotta move on sometime, right?"

"Yeah, so thanks for following us &amp; we'll see ya," she said, saluting. "Freddie, get in here," she said &amp; he got in frame in the middle of them, hugging them both.

"Bye," they all said &amp; waved. The band also waved. Carly's boyfriend then went to the computer, which Freddie taught him to control in case they ever needed him to fill in.

"And...clear!" he said, then they all broke away &amp; went over to the computer. The band went over to their instruments &amp; started to pack them up.

"Nice job, guys," Austin told the other guys.

"Thanks," they said.

"So, you guys wanna stay for pizza?" Carly asked, calling the pizza place.

"Yeah," the guys all agreed &amp; Carly finally got an answer. Austin then saw Sam run out of the room, with Freddie trailing after her.

"Huh, I wonder where they went," Carly said. "I was just about to ask if they wanted their usuals. That reminds me, what do you guys want?"

"Half just cheese, half broccoli for me. See if they have sauceless," Austin told her, then went over to Carly's boyfriend. "What were they just talking about?" he asked him.

"Something about craving meat, then her missing something. Not too sure, I was barely able to hear that much," he told Austin.

"Oh no," Austin said, having a hunch, then he ran downstairs, saw the window was open &amp; heard Freddie &amp; Sam, then went out on the fire escape to talk to them

"Hey," Austin said, coming out on the escape.

"Austin? What are you doing out here?" Freddie asked.

"Carly wanted to know if you guys wanted your usual pizza toppings. Why are you out here instead of inside?"

"We were just talking," Sam said with intensity in her voice.

"Sam might be...pregnant," Freddie said to Austin.

"Oh. Well, what are you guys gonna do?"

"We haven't discussed that yet."

"Whatever you do, don't run away. I had a girlfriend I heavily suspect I got pregnant &amp; I'm trying to find her. She's good at it though. Evaded me for nearly a few years now. Trust me, it's not that great."

"I know," a voice came from behind him. He looked behind him.

"You!" Austin yelled, then walked over to him.

"Why the hell do you keep interfering in my life!?"

"Who's this guy?" Freddie asks.

"Just some asshole who's been coming in &amp; out of my life for the last several years now."

"Hey, hey. Calm down. Everything will be answered eventually."

"Really? Everything?"

"Kinda sorta. Now, Sam &amp; Freddie. Listen to Austin here," he walks on the other side of Sam &amp; crouches down. "He knows what he's talking about. Plus, I've had the pleasure of seeing how your relationship has blossomed for a while &amp; you guys have a great bond. One which I wish I had with a girl. I've also had the daunting task of seeing where your story will end up," he looks directly at Sam. "Bottom line; Sam, it'll be ok. I mean, have you ever known Freddie to run away from something?"

"No. I haven't."

"So you have nothing to worry about. Let him show you," he says, then stands up &amp; nods to Freddie &amp; backs up &amp; leans against the rail.

"Sam," Freddie says after crouching in front of Sam. "I love you. Trust me when I say I won't give up on you. You're beautiful &amp; I wanna see this through."

"Oh, Freddie. Thank you."

"You're welcome," he says, then kisses her. Austin looks up from them at the guy &amp; nodded, with his hands in his pockets. The guy just stood there.

"Hey, guys," Carly said, coming out on the escape. They all looked at her. "What are you doing? I'm waiting to tell this guy what to put on your pizzas."

"Oh, we were just talking to…" Sam says, turning her head, but the guy was gone.

"Who?"

"Me," Austin said. "They had a problem that I helped them figure out."

"Oh, ok. So, anyways, your uges?" they nodded at her &amp; she went back inside, talking on the phone.

"Who was that guy?" Freddie asked.

"Don't now, but I swear I'm gonna beat it out of him," Austin responded. "Anyways, you guys good now?"

"Definitely, right, Sam."

"Yeah."

"Good to know. I'll leave you guys alone now," he said, then went back inside.

**After the pizza party, at which they saw Carly's brother's cool artworks, they took their instruments, packed them in Austin's car's trunk, the drummer packing his drums in his car, &amp; went back to the hotel for some sleep.**

**…**

**How was that? A bit unintentional to reedit this for this story, but I felt like I needed to Hope you guys appreciated that I did that. See you guys in my future endeavors.**

**Alternate song. (Basically before I changed it to 'What Does It Take,' I put 'I'd Do Anything' in its place originally. Enjoy.**

"Well, alright then. Austin, you guys got a good song to celebrate this occasion?"

"Do we?" he asked, turning back to the guys &amp; they huddled together to discuss. He then turned back towards them. "Alright, we've got a song. We've sort of practised it, but this is our band's first performance of it. Here we go!" he said, then they started.

**Austin:**

Another day is going by  
I'm thinking about you all the time  
But you're out there  
And I'm here waiting

**Dave:**

And I wrote this letter in my head  
Cuz so many things were left unsaid  
But now you're gone  
And I can't think straight

**Alex:**

This could be  
the one last chance  
To make you understand, yeah

**A mix of all 3:**

I'd do anything  
Just to hold you in my arms  
To try to make you laugh  
Somehow I can't put you  
in the past  
I'd do anything  
Just to fall asleep with you  
Will you remember me?  
'Cuz I know I won't forget you

**Dave:**

Together we forget all the rules  
Dreaming of dropping out of school  
And leave this place  
To never come back

**Austin:**

This could be the one last chance to make you understand  
And I just can't let you leave me once again, yeah

I'd do anything  
Just to hold you in my arms  
To try to make you laugh  
Somehow I can't put you in the past  
I'd do anything  
Just to fall asleep with you  
Will you remember me?  
'Cuz I know I won't forget you

**Alex:**

I close my eyes  
And all I see is you

**Austin:**  
I close my eyes  
I try to sleep I can´t forget you  
Nanana Nanana (...)  
And I'd do anything for you  
Nanana Nanana na na na (...)

I'd do anything  
Just to hold you in my arms  
To try to make you laugh  
Somehow I can't put you in the past

**Alex:**

I'd do anything  
Just To fall asleep with you  
To fall asleep with you, with you, yeah

**Dave:**

I'd do anything just  
To fall asleep with you  
I'd do anything  
There's nothing I won't do  
I'd do anything  
To fall asleep with you  
I'd do anything  
'Cuz I know  
I won't forget you

**Just thought to include it. Take it how you will. Well, guys, see ya.**

**PEACE...**


	49. The Story Behind This One

**The Story Behind This One**

**...**

**Hey, people reading. You've reached the end of all I have of this story. **

**Now, this story was originally written by a guy who went by the name Pock. Fortunately, I rescued it from the pit of obscurity when I asked if anyone knew of where it went &amp;, luckily, someone did. Now, there are a few chapters missing from the original author's vision, unless someone out there has them somewhere. Basically, this story originally got deleted because it technically violates this site's rules &amp; such because of the sexual nature of it, so when the admins actually care, they take down stories that don't meet with the site's standards. Personally, I don't get why M doesn't encompass sexual stuff, nor do I get why they don't make either an R rating, or NC-17, or something &amp; make sure no one under specific ages can read stories with those ratings, nor do I get how these are nonprofit &amp; technically fair use under US law, yet we apparently can't use copyrighted song lyrics, but I digress. (I say this because so many great stories &amp; authors have been deleted from this site unfairly &amp; before their times, plus I have a few stories that were deleted at a point, then I reuploaded &amp; continued them.)  
**

**Anyways, in my arrogance of wanting to end this story, because I knew people would've asked the inevitable question of "where's the rest of it?", &amp; I hate those on my 1-shot iCarly story, so I wrote the last few chapters to get it over &amp; done with. I was also wrapping up my Austin &amp; Ally fic at the same time, so I thought why not cross the 2 over. Bit of a mistake. So far, it's been pretty split down the middle on if that was a good idea, or not. If you were disappointed in what I wrote, I apologize because that wasn't my intent. I don't know what Pock was planning when he originally wrote this story, nor can I speculate because he/she stopped at a point before any progress was made in any 1 direction as far as I can see. So, I've come up with a compromise I'm going to work on; a reimagining of this story in my way. It might include elements of a rewrite, it might just be tweaking things of the story. I'm going to have fun with this &amp; you guys can read the finished product when I upload it. Hell, I might just make this a summer project in my free time. Let me know what you guys think. I'll see you guys later**

**...**

**PEACE**


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